Shadowland
by Shychick
Summary: When Fear is kidnapped by the greatest miscreant ever held by the Subconscious, Sadness takes it upon herself to save him. But what would the Subconscious want with Fear in the first place? (Friendshipping ONLY)
1. Who's There?

**Hey, guys! Welcome to my first IO fanfiction! This is a little something I've been cooking up for sometime. This story was partly inspired by the** _ **AMAZINGLY TALENTED**_ **KQSimply's** _ **Subconscious**_ **… which is just SCARY-GOOD. Seriously, if you haven't already, get the hell right out of here and check it out. Like, NOW.**

 **My other source of inspiration came from a picture of Fear I saw on DeviantArt… I can't say what it was of- at least, not yet- because it'll spoil later chapters.**

 **And, FYI, I am a HUGE Fear fan. He is officially my new favorite PIXAR character (topping Woody for the first time in twenty years, hot damn). I just… totally get why so many write angst about that adorably dorky raw nerve. He is just so perfect for it, you know? There's just so much potential there! Fear angst has become my new guilty pleasure, I'm sorry to say. The more he suffers, the more sorry I feel for him… and the more my feels are invoked, the more I wanna hug and comfort him, and the more I love him. I'm like that with all my favorite characters, though! BUT! As long as there's a happy ending, with plenty of tender moments… even (especially) if the ending is bittersweet.**

 **I'm leaving now. It's time for the story to begin. Enjoy!**

* * *

"C'mon, Anger, would it kill you to help out a pal? Just for tonight?" Fear pleaded with his hot-headed co-worker as they went into REM. The day's memories had already been jettisoned down to Long-Term, and the emotions were heading to their quarters.

Anger impatiently folded his copy of the _Mind Reader_. "Cripes!" he snapped, causing Fear to flinch. "Just man up and do your stinking' shift already! It's just Dream Duty!"

Fear snorted. "I'm not scared, I'll have you know," he lied, folding his skinny arms. "It's just that I'm going to be very busy tonight, that's all."

"With what?" Anger challenged, the beginnings of a smirk outlining his face.

Fear's antennae wilted as he struggled to fish up a believable answer. "Er… _pfft!_ Just stuff, you wouldn't understand. And how is my life outside work any of your business?" he finally retorted with a light snort.

"Pal, it's no secret that your time away from the console involves quaking under your covers."

"That's not true!" Fear insisted. "The other fifty-percent of that time is dedicated to my Dream Journal! I never miss an entry!" he stated proudly.

Anger rolled his eyes. "So, how're you gonna keep that perfect record if you miss your shift tonight?"

"I…" Fear knew Anger had him there. He turned away and muttered, "Shut up, that's how."

Laughing, Anger sauntered off to his room.

"Fear?" A timid feminine voice drifted over from behind. Fear started and spun around, only to see Sadness standing there. She fiddled with her hands, a common gesture both emotions shared. "If you want, I could take over for you tonight."

Fear stared at her, caught off-guard. "Wha- I-"

"Oh, I'm sorry. I know, I should mind my own business," Sadness quickly said.

But as she proceeded to shuffle away, Fear gently caught her by the shoulder. "No, no, wait a minute," he said. "You're fine, I just wasn't expecting- well, I mean-" He awkwardly cleared his throat and tugged at his bowtie while Sadness waited, patient and uncertain.

Fear would be lying to himself if he said he wasn't sorely tempted to take her up on her kind offer. Why, then, did he feel a twinge of guilt? How was it taking advantage of her if she asked first? Besides, Sadness practically thrived on being needed.

Because it _was_ taking advantage, he told himself. Poor sweet, loyal Sadness would gladly leap at any opportunity to help, even if it wasn't the least bit necessary, as if trying to convince herself along with everyone else how useful she was. This was largely her special nature, but Fear knew a part of it was left over from nearly a lifetime of not understanding her place; in his own ignorance, he had never exactly been very supportive himself. Fear was perfectly capable of carrying out his assigned duty- he just would really rather not. It wasn't fair to try dumping it on somebody else, but Anger and Disgust- and Joy too, but to a lesser degree for similar reasons as Sadness- were the only ones he felt comfortable asking. Ironically, they were the ones who intimidated him, but even more ironically, it was precisely because of their blunt, no-nonsense personalities that made him feel… well, maybe not justified, but definitely easier to get away with even putting it out there.

"But, um, no," Fear stammered, rubbing the back of his neck. He suddenly found it difficult to look her in the eye. Her large, round, mournful eyes, like deep pools. "You know what? It's all good, Sadness. I guess I'm just letting my namesake give me grief again." Sadness was the only one he ever felt truly comfortable with admitting when he was scared, even more so since the Incident. He added in a surge of panic, "Oh, but please don't take it wrong! I appreciate the thought, really, I do! It's not that you're not good enough, or anything, no-no-no-no! I mean-" _Shut up, ya dork._ "Er, I'm just going to quit while I'm ahead." Oh, boy, had he actually said that part out loud?

To his surprise, Sadness smiled. "Ok, if you're sure. Well, goodnight, Fear. I hope your shift goes well."

Once again, Fear interjected. "Hey, um, did you want some tea before you go to bed? I was just about to make a cup for myself."

In response, Sadness offered another smile. Fear never realized what a pretty smile she had. Since the disaster following the move to San Francisco, she had really opened up more, although she would always be Sadness.

The two emotions settled down on the couch just as Dream Productions' latest work started up, and Headquarters became bathed in the gentle glow of the viewscreen's light.

"Meh, looks like a re-run," Fear muttered a few minutes into the scene. Occasionally, the studio would fall behind schedule, and would be forced to put out a pre-occurring dream.

"Well, it might be a remake," Sadness pointed out.

"That's even worse!" Fear shuddered, smirking a little.

Sadness shrugged. "Oh, I don't know. It might be an interesting spin on a classic."

"Please! Nothing beats the classics," Fear argued. "Especially not when those philistines insist on deviating from the source material as much as possible."

They sat in silence for the next little while, sipping at their tea and watching the dream. At last, Sadness turned to Fear and asked, "So, were you expecting Riley to have a nightmare?"

Fear frowned. "Huh?"

"Well, you just seemed particularly reluctant to be on Dream Duty this time. But you know the chances of a nightmare are about fifty-fifty each night, more or less, depending on what's going on in Riley's life." Her gaze fell into her lap. "I don't mean to pry, but I was just wondering if… maybe… I don't know, there was anything going on with _you_?"

A resigned sigh escaped Fear. That Sadness was good, maybe too good. Part of her job was empathy, which meant that she had a real gift for intuition. He didn't want to hurt her feelings, but he wasn't sure if he was ready to talk about it. Even if it had been knawing at him for months, even if Sadness was one emotion who would listen to every word without judging. But he had already judged himself; his prior action and lack of action, respectively, was absolutely inexcusable. He didn't want to hear otherwise… if he did, he didn't think he would be able to handle it, however genuinely Sadness meant it. Because it was still a filthy lie.

He didn't quite understand why, but being on Dream Duty really caused his guilt and self-loathing to rise to the surface. He figured it was because it was far easier during the day when they were all busy- and when he wasn't scheduled for a night shift, he would just go straight to bed- but during Dream Duty, he was all alone with his thoughts. He would find himself actually praying for a really bad dream just to keep him alert and occupied, deciding that it was the lesser of two evils. And, well… maybe the fact that he had been on Dream Duty during that brief but difficult time had something to do with it. To make matters worse, it hadn't exactly ended on a pleasant note.

Fear gave a half-shrug in response to his friend's query, ashamed to look at her.

A lovely warm sensation reached his hand and coursed through the rest of him, momentarily startling him. He glanced down, blinked, and his lips slowly spread into a small smile. Sadness really had a nice touch, in more ways than one. He realized that she might be far more understanding than he gave her credit for.

Slender purple fingers found stubby blue digits, where they remained laced for several seconds. To Fear, the king of cowards, it seemed strange yet the most natural thing in the world. _Talk about your paradoxes._

Eventually, the dream ended. Sadness rose. "Well, I'd better go," she said, taking her cup. "Goodnight, Fear. Thanks for the tea."

Fear chuckled. "No problem. Thank you for the company." _For just being here with me_ , he silently added. "Sleep well, Sadness."

 _Oh, Sadness. Do you ever hate yourself for who you are, for what you do? I sure hope not… but at least you would never let your very nature conflict with your duty to Riley. You are so much stronger than I ever will be. I'm only sorry it took us so long to see that._

* * *

4:30 came, and so far no nightmares. Fear was bored out of his mind, as usual. But for the first time in ages, he also felt… content, at peace.

He doubted very much the chamomile in his drink had anything to do with it.

Oh, it wouldn't last. He knew that. But if it meant even temporary relief, it was worth it.

The buzzer sounded at the entrance the Mind Workers used when they dropped off the daydreams, as well as stopped by for maintenance and upgrades. Fear raised a confused brow. "What would anyone be doing here at this hour? I didn't even hear the train." If he wasn't feeling so unusually calm, deranged serial killers would be the first thought to rush to the surface.

Fear made his way to the hatch, and pushed the button on the side that opened it. Nobody was there. The Train of Thought was nowhere in sight, and he remembered that it didn't even run this late.

 _What the- ok, I'm officially freaked out now!_

Fear quickly closed up, and scampered back to the sofa with a whimper. Should he wake the others? Or had he just been hearing things?

 _That's it. I was only imagining I heard the doorbell. Who in Riley's mind would be here? Man, I must be more tired than I thought. I've got to lay off the tea._ He was in Headquarters. No place safer.

With a short laugh of self-admonishment, Fear allowed his skinny shoulders to slump. All the same, he found himself pining for Sadness's presence.

"Fear?"

There was her voice now, as welcome as the dawn. Had the buzzer woken her up? It didn't matter; he felt his sense of security increase a hundredfold. He gratefully turned around-

And before he could get in the beginnings of a shriek, the looming shadow descended upon him. He was tightly trussed from mouth to ankles in a smoky substance that strangely felt all-too-solid. He flopped down onto the couch like a helpless insect trapped in a web, and began to thrash in abject terror. His eyes were so wide they threatened to burst.

" _Hello, old friend. Remember me?"_

Fear would know that voice anywhere. He had immediately recognized its owner, even from the mere glimpse he was afforded before it got the drop on him. But it couldn't be…

He convulsed with seemingly-endless muffled screams.


	2. Missing In Action

**Hello, my lovelies! Thanks for the reviews so far. Oh, and I'm delighted to announce TheOneAndOnly1993's awesome story** _ **The Princess and the Dork**_ **is now officially a collaboration project with KQSimply! Two of my favorite fanfic writers teaming up to deliver twice the awesomeness! Exciting times, fellow IO writers!**

 **Yeah, so… even ever since I saw the movie for the first time, before I came across KQSimply's story, I wondered how Fear would fare in the Subconscious. I mean, it's practically his- *slaps myself* NO! I almost gave away a vital spoiler.**

 **Just for the record, I enjoy both Starnerve and Disear/Fashion Disaster, but my absolute favorite pairing is Nervous Tears. Especially if it's way more fluff and friendship than romance. And was anybody else majorly bummed that Fear and Sadness never exchanged so much as a single word in the film? *raises hand* Yeah… out of all the emotions, I can just see those two being the closest.**

* * *

Sadness was jolted awake by a tidal wave of grief.

Her breath seemed caught in the back of her throat. She didn't know what or how, but she was overcome with the strangest, yet most profound feeling of loss. Had she been human, she would swear that a nightmare had been responsible, but emotions themselves did not dream. Having something of such magnitude, of unknown origins, to randomly attack her like this was terrifying. She may have been the personification of gloom and sorrow, but even she recognized when a situation did not call for it. And by all rights, it certainly shouldn't _now_! Riley was sound asleep, she was safe under Fear's vigilant eye, and everything was fine.

Except that it was somehow anything _but_. A part of their world, of Riley's world, was missing. Something of vital importance. She couldn't have begun to explain how she knew that, but she just did. Out of all the emotions, only her and Fear shared a special sixth-sense allowing them to discern when something was wrong.

Fear. Did he feel it too? Together, they would figure it out. At the very least, he would certainly sympathize.

Suppressing a moan, so as not to wake the others, she hurried out into the main room of Headquarters. Her slippers made no sound as they padded across the floor. Sure enough, there was the latest dream, playing on the hour as it was scheduled to do. It was one Joy would have particularly loved; Riley and Rainbow Unicorn had just won the Foghorns' final game of the season. Fear had always found Rainbow Unicorn dreadfully dull, so maybe he would appreciate Dream Productions attempt at mixing it up this time.

Speaking of Fear… where was he?

From the very second his unnatural absence dawned on Sadness, she was rocked to the core by another unexplainable surge of pain. Fear, the very soul of diligence, would never abandon his post… not even if the world was ending. (She had received a fair notion of what was on poor Fear's mind earlier, but bless him, she refused to push it.) It was like a sign of… of _what_?

She came around to the sofa where they had cozily spent that first hour. And what she saw caused her heart to capsize.

No sign of Fear. His ceramic mug lay on the floor, amid the unceremonious display of pillows.

What did it mean?

Unable to be contained for a minute more, her innermost nature rushed up from the pit of her stomach like a geyser and flooded from her throat, her tearducts following suit. She obeyed her impulse to piteously throw herself down next to the alarming scene.

Her cries wasted no time in summoning the others. "Whoa, whoa, Sadness! What's wrong?" Joy cried, kneeling by her friend.

"Yeah, what's going on around here? And where's needle-nose at?" Anger demanded, looking all around until his eyes reached the solitary console. He was never one for having his sleep disturbed; it was bad enough when Fear did it with his namesake-induced antics.

"I don't know!" was all Sadness managed to stammer out in a wail, in response to all three questions. She cried harder.

Grimacing, Disgust raised one of the umbrellas they kept on hand for whenever their friend's tears threatened to flood them out. "Guys, I don't know, but I think something is actually wrong here," she said with an air of her know-it-all demeanor. "This isn't just one of her ordinary spells. For one thing, it's way too late for that."

"Or too early… depending, you know, on how you look at it!" Anger grumped.

"Besides," Disgust added, "I don't think we've ever seen her quite this, er, _passionate_ before."

Sadness allowed herself to be guided to the couch, where the girls sat on either side of her. "Sadness," Joy carefully began, rubbing her back, "just take it easy, ok? Just let it all out. We're right here. When you're ready, please talk to us."

Over five minutes, Sadness's sobs reduced to whimpers, then finally hiccups. She gratefully accepted a tissue from Joy, and blew into it loudly and wetly, earning a scandalized look from Disgust. Finally, she wiped her drenched face, and proceeded to tell them- as best she could- everything.

When she finished, she helped herself to several deep breaths while her cohorts obviously struggled to make sense of the situation.

"Guys, split up," Joy ordered. "Fear's got to be around here somewhere. Maybe- maybe he's just playing Hide and Seek!"

The others just stared at her. "Joy, honey, I'm sorry," Disgust said, "but really, do you ever stop and listen to yourself?"

"Oh, I'm sure he's hiding all right!" Anger chortled. "Probably saw a nightmare again…"

"But Anger," Sadness sniffled. "If he was that scared, he would've woken up Riley first. She's still asleep."

They all fell silent, absorbing the truth in that.

"Yeah, well," Anger muttered, "maybe she went back to bed."

"Hello, genius? We would _know_ if Riley woke up!" Disgust reminded him.

After a thorough but fruitless search that involved everybody calling Fear's name, the incomplete gang of four regrouped.

"Well, everybody," Joy said briskly, attempting to cut through the tension with the voice of confidence and reason, "even though it looks like Fear is indeed not here in Headquarters-"

"He didn't even leave us a note! Can you believe that guy?" Disgust snapped.

That, too, would have been highly uncharacteristic of Fear. Goodness knows he left himself dozens of notes on a daily basis, always paranoid about forgetting some critical detail that could spell the difference between life and death. He was organized, efficient, even if he overdid it.

"If he's not here, where else would he be? Out _there_?" Anger said, gesturing out the windows into the vast realm of Riley's mind. "Everybody knows we can't just up an' leave HQ! Besides, there's nothing out there for him. Adventure ain't exactly high on his list of safe junk."

Sadness suddenly suffered a terrible realization. "Oh, and Riley has Youth Group today!" she cried. "Fear can't miss that! Riley needs him!"

Ever since Riley had broken down to her parents last year, she had been involved in a local club for adolescents, particularly those going through difficult times. It doubled as a community center to hang out and relax, meet new people, and a place of trust where counselling was offered and encouraged. Riley had found that she came for the variety of activities- and had even made a few new friends- but stayed for the interventions. The sessions were provided as one-on-one and group settings, and it was strictly up to members which one they would attend- or none at all, if they preferred. Riley wasn't sure if she was comfortable with opening up alone to any adult besides her parents, who more than understood what she had gone through personally, but she was learning to enjoy the group sessions. She felt that it was a safe environment where nobody ever judged, belittled, or condescended each-other, where everybody had something to share and they each discussed whatever they wanted. If anything, it brought her and her peers closer together.

It was run by a Christian organization, but pushing religion onto the kids was not what they stood for in the least. Riley had considered attending by her parents' suggestion, not their insistence. The last thing they wanted was to force her into doing something she would only be unhappy with, especially when they felt so responsible for her turmoil after the move, and they made this very clear to her.

During the sessions, Riley had learned to come to terms with her emotional baggage, and the emotions could not have been more proud of their girl or each-other. The more comfortable she felt letting the other emotions drive, the easier it was to embrace Joy.

"I'm sure he'll turn up by then," Joy reassured everybody. "But listen, Sadness, if you truly believe that your- your premonition and Fear's absence are related, then I for one don't think we should take it lightly."

Sadness very nearly burst out crying again, flattered. She still wasn't used to being genuinely appreciated and needed by everybody. It was such a strange and wonderful thing, to finally be one of the team. It had been easy to forgive Joy for everything, not only because that was simply who she was, but because she herself had always been just as much in the dark about her role as the others; for eleven whole years, she had operated entirely on instinct, always confused when she would get scolded for doing what came naturally to her according to the situation. Like a loyal dog getting banished to the basement for barking at every sound, when all it wanted to do was keep its people up-to-date.

"That being said," Joy continued, "we're not going to panic, people. For a long time now, things have been running pretty smoothly. The only thing we can do is, well, not take that for granted." There was a guilty note to her tone that did not go unnoticed by the teardrop. "We'll just keep doing what we're doing, but with a keener eye. We can't expect disaster around every corner like Fear, but we will try to be ready for anything."

For some reason, the sound of Fear's name left Sadness with a hallow ache inside. This was countered only by the lithe butterflies she had otherwise experienced before she went to bed, which made the pain worse rather than soften it. She was feeling so strange tonight, and to think that it all started when she had agreed to sit up with him!

 _Do you think he's ok?_ Sadness desperately wanted to ask. Instead, she said, "If Fear is still missing by then, I'll do my best to fill in for him. This is an important time in Riley's life. She's been growing so much lately…" Another sob escaped her.

* * *

Riley was awake in a few hours. From the time she got up to the time she went downstairs for breakfast, nothing occurred that would normally call for Fear's touch. The closest it came to that was when she saw a spider while pulling on her socks, but Disgust had immediately taken charge, followed by Anger who had made the creature a tiny black dot on the bottom of Riley's shoe. (Disgust had not been pleased. "There's a reason there's such a thing as fly swatters!" To which Anger had smugly replied, "Did that look like a fly to you?")

The Train of Thought's horn blared outside as it pulled up to the tower. However, it did little to distract everybody from the frightening circumstances. Fear was still gone.

"Morning," the Mind Worker declared as he was admitted in with the package marked DREAM PRODUCTIONS – HEADQUARTERS. "Here's today's batch of daydreams."

Without a thank-you (manners were never the firebrick's forte), Anger signed the clipboard offered to them, and took the box.

"Oh, incidentally," the Mind Worker was saying as he prepared to exit, "there's somebody from security here to see you."

Everybody exchanged looks of great surprise. This was definitely new.

The security guard entered. "Sorry to disturb you, folks," he said, tipping his hat. His badge gleamed smartly on his chest. "But, well, I'll get straight to the point. There's been a bit of a sitch. Late last night, we had a breakout from the Subconscious. The only other time that happened before was when the prisoner known as Jangles escaped."

Joy and Sadness exchanged a private look of what might have been guilt or amusement. But there was nothing amusing here…

"Since we rounded him up again- which, frankly, was no easy feat- we've really had to step up our defense measures. We can't imagine how he got out this time."

"Are you saying that freak-show is loose out there?" Anger exclaimed. "He better not show his mug around here, or I'll send him crying all the way back to clown college!"

There was a distinctly uncomfortable pause. "No, sir," the guard told him, and it seemed as if the blue in his skin thinned considerable. He gave a short cough. "I'm afraid it's not him. This one's been at the top of the rogue's gallery since Riley's earliest childhood. We- we don't even like to say his name if he can help it; considered the baddest of bad luck out there."

Even Joy's trademark glow had dimmed. "Officer, you can't mean-"

" _Shadowman_ ," Disgust whispered. Her sharp, cynical tongue lost all its edge. As for Anger, he was left without a single violent rebuff.

The guard winced. "It gets stranger," he said. "It seems that while we were all in pursuit, he slipped back in undetected. Why he would return, I have no idea. It's like he had a specific M.O. But we didn't exactly press our luck by attempting to interrogate him." There it was again. Even security was terrified of him, understandably to all. "Now, I was just wondering if anybody noticed anything at all strange or out-of-the-ordinary between now and last night."

Before anybody could say anything, a tremendous cry erupted from Sadness. Like lightning, it had hit her.

"He's got him!" she gasped hoarsely. "Shadowman's got Fear!"


	3. Throw It All Away

"Why would Shadowman take Fear?" Sadness moaned for practically the hundredth time that morning.

"That's the million-dollar question, all right," Anger quietly agreed, folding stubby arms. He heaved a sigh of supressed frustration- a Herculean effort for the firebrick, to be sure. Ever since even hearing the name of their old foe for the first time in years, each of the emotions had been unusually shaken. "Other than how he escaped from the Subconscious at all! If you ask me, those useless, good-for-nothing bums didn't improve security worth a crap! If they had just done their job right, this never would've happened!" The top of his head began to fervently sizzle, his natural disposition returning with a vengeance. "This is their mess, and I'll be damned if they're not going to fix it! Otherwise, there's gonna be hell to pay!"

Joy said, "Before the guard left, he suggested that this might be a ransom situation we're looking at." Her typically sunny skin-tone remained faded, making her appear like a shell of her former self. "But the mystery only thickens when you take into account the fact that Shadowman left behind no signs of his crime. It sounds like he deliberately snuck here and back when everybody else was preoccupied in searching for him. And we now know that he _is_ capable of getting out, however he managed it, so it can't be freedom he wants in exchange for Fear. So, what is he really after?"

"Well, it's _obvious_ he wanted to make a bold statement, get our attention," Disgust pointed out. For once, she didn't have her dainty nose buried in a makeup kit. "And I'd say kidnapping a member of Headquarters is definitely one way to do it. It's not like he didn't think we'd notice right away that Fear's gone!"

"I'm with Disgust!" Anger rumbled. "And the creep probably knew we'd figure out his little game eventually, but left us to sweat it out in the meantime while he laughs! Well, I doubt he expected us to be onto him _this_ fast."

Joy sighed heavily. "Well, he's definitely got our attention if that's what he wanted, but something tells me that's only part of it. I'm going to assume he's expecting one of us to go down there and meet with him. I don't like this, guys, but I really don't think we have a choice here." She took in a bracing breath. "So, how are we going to do this? Do we draw straws, or-"

"Forget that! If anyone's going, it's me!" Anger said adamantly. "Heck, if I would've just taken the beanpole's shift like he asked, then this would never have happened!" Anger may not have been the easiest to get along with, but his fierce loyalty to his friends became him yet. His words were twice as meaningful when one considered that he was rarely one to take responsibility when he may have been in the wrong; in fact, the only other time he did so was when Riley nearly ran away.

"But Anger," Joy tactfully began, "are you sure? I mean, no offense, but diplomacy has never been your strongest suit."

The stench of burning embers became more pronounced as Anger's fury grew. " _Diplomacy_? You wanna talk about diplomacy at a time like this?" he roared. "This is a time for action! Shadowman's going to learn that he messed with the wrong emotion! I'll get in, settle the score, grab Fear, and get out!"

"That is so your problem!" Disgust snapped, somewhat echoing Joy's concern. "You're making this all about your own mission of personal glory when our first priority should be Fear!"

"You sayin' I don't care about him?" Anger retorted, getting right in her face.

"Say it, sulphur-breath, don't spray it!"

"Why, I oughta- _one of these days, sister_ -"

But it was Sadness who abruptly brought the tension into perspective. "Stop it! Stop fighting! This isn't helping!" she cried, grabbing her cheeks. "Who knows what that evil shadow is doing to poor Fear at this very moment? I can't stand the thought of him alone, and helpless in his clutches, and in the darkest realm of Riley's mind too! He'll never make it, not there!"

She rushed on breathlessly, "Shadowman always tormented Riley when she was little. He always came up from the dark basement where he lived, and crept into her room before she could fall asleep. She had nightmares about him all the time. Fear tried so hard to protect her from him- whether it was hiding under the covers where he couldn't get her, or calling out for Mom and Dad. It was thanks to Fear that they ended up getting us a nightlight, and that finally banished Shadowman for good. He never left the basement again after that. And eventually, he just… moved on. Riley hasn't thought about him in so long. But he's always been out there, maybe biding his time. I don't think he's ever really given up on Riley, even if Riley's mostly given up on him; to this day, she still gets a little afraid of the dark sometimes, even if she doesn't know why."

A deep, reflective silence followed Sadness's recollection of events.

"That's it. That's got to be it," Disgust suddenly said, realization dawning on her green features. "He must have specifically targeted Fear. This is all about revenge. He plans on keeping him stowed away in the Subconscious as his prisoner… probably forever." A collective look of painful agreement was passed around.

Sadness spoke up again, and her next words sent a shockwave through Headquarters: "I'll go."

Once again, it was several seconds before anybody said anything. Finally, Anger said "Aw, kid, you can't be serious."

"Why not?" Sadness demanded with assertiveness highly uncharacteristic of her. "I may be Sadness, but I'm not weak! Joy helped me see that, and I know it to be true now too. I just… really need to be the one by his side. He _needs_ me. This is something I feel that I need to do myself." She added, "And, other than Joy, I'm the only one who really knows the layout of the land."

Joy stepped forward, a spark of her old self returning. "Sadness, it's _you_ that taught me- all of us- to trust you. You are the most insightful one of the team, and if you trust your gut, then how can we do any less?"

Sadness returned smile for smile. "Thanks, Joy. That means a lot," she said softly.

The star-girl nodded. It was decided. "I know it's going to be tough, but we have to wait until tonight when Riley's asleep," she firmly said to the group. "Sadness, I know we can count on you to pull double-duty if need be. In the meantime, let's just try to make this another good day for Riley."

* * *

The gang was about ready to faint with relief when the day finally ended. It was another fun and productive day at the Youth Center, and Riley happily chatted to Mom and Dad over dinner about all she did and discussed.

After a few hours of TV, Skyping with Meg, and homework, Riley finally went to bed at ten.

"About time!" Anger huffed as they went into REM. "This had to have been _the_ longest day of our life. It's like walking on eggshells. Man, I hate us being thrown off-balance like this! I thought for sure it'd never happen again."

"Thank goodness Riley hasn't noticed anything so far," Disgust said. "But we need to get Fear back as soon as we can, or we're really going to be pressing our luck."

Joy turned to her pudgy best friend. "Sadness, do you really think you're going to be ok?"

Sadness nodded. "The memo's been sent down to security. They understand the situation. They're expecting me."

"Not that they'll be much help in a jam, the incompetents," Anger grumbled. "Sure wish you'd let me go with you, Sadness, at least to back you up."

"Anger, we talked about this," Joy gently reminded him.

Anger's shoulders slumped. "Yeah, yeah, I know," he sighed.

Sadness activated the Sender tube. "I don't think it should reject me," she said. "I read that the system is designed to automatically override its preventive mechanism when an emergency is sensed. In retrospect, that's probably why Joy and I were sucked out of Headquarters that time."

Her friends watched her with a kind of somber hope. "Good luck, Sadness," Disgust told her.

"Stay safe out there, kid," said Anger.

Joy spoke last. "Bring him home," she said quietly.

Sadness nodded. "I will, Joy. I promise."

* * *

"Now, remember," the guards were saying as Sadness stood outside the intimidating triple-bolted doors of the Subconscious. "When you're ready to leave, knock three times with one beat before the third. If you get in trouble, the signal is 'Shave and a Haircut'. We'll do everything we can to assist you."

"I understand," Sadness said.

They carefully proceeded to unlock the gates. "Please be careful, Miss Sadness." With a pair of salutes, she was admitted in.

And before she knew it, Sadness was scurrying down a seemingly endless corridor. She had already decided that she call upon every ounce of adrenaline in her particles to make it through, something that only came naturally to Fear and Anger. Being Sadness, it wasn't as effective for her, but it did help in clearing her mind for the critical task-at-hand and keep her terror at bay. She kept running, running and taking deep breaths. _For Fear. For Riley. I'm coming, Fear. Hang on._

Was it her, or did it seem so much vaster and darker than the last time?

Sadness knew exactly where she had to go. She was armed with the map of the Subconscious the guards had provided her with. She didn't even pause as she studied it, for she knew that so much as slowing down would hinder her determined mindset and render her vulnerable.

There. The stairs to the basement. Shadowman's lair. He was the reason Riley rarely visited the basement at their old place.

A frigid breath brushed past her, sending a series of goosebumps prickling down her back. She shuddered, hugging herself fiercely.

As if invoked by the sudden wind, the door slowly and loudly creaked open. It was the sound of every child's darkest nightmare. She was greeted by another sickening drop in temperature that wafted from directly below.

A voice drifted up to greet Sadness, soft and raspy, with the quality of nails on a chalkboard. It perfectly outlined the chill air. " _Come down. Come on down, my child. We mustn't lurk in doorways. It's rude. One might question your influence on dear Riley."_ A sinister chuckle followed.

Sadness fought a vehement urge to cry hysterically, if only to just release the tension. But she couldn't afford to be distracted, especially not when she was so close.

Sure enough, the atmosphere only worsened as she descended deeper, as did the gnashing darkness. By the time she reached the bottom, the shivers that raked her particles threatened to dissolve her into fine jelly.

There was no turning back now. "Shadowman!" she called into the void, powerless to keep her words from behaving likewise. "I've come for Fear. Please, let him go!"

The voice, creaky as rusty metal, dispelled into laughter that made Sadness think of a million knives raining down from every corner. "Please! I've come for Fear!" it mocked, and Sadness remembered that imitating voices was one of the Shadowman's unnerving talents. " _Oh-ho-ho! What delicious irony!"_

"Fear!" Sadness desperately called out, the tears freely cascading down her cheeks. "Where are you? I'm here!" _Oh, please be ok!_

" _However… if you wish to leave this place with your friend, you must apply to the Master."_

 _Master?_ Sadness was quite taken aback. "I don't understand," she said, once she found her tongue again.

" _Poor thing. But never mind, I know my master will be most interested in speaking with you. Straight ahead, and be brief with your business. His lordship has no time for games."_

Sobbing in spite of herself, Sadness made her way in the direction the entity indicated. She would have given anything for a little light, in more ways than one. How she wished Joy was here!

A new voice made its presence known. It was singing a strange chant, which grew in clarity with every step closer Sadness took:

" _Now, everybody tries to be brave_

 _But things are still unchanged._

 _It's useless to resist_

 _Their efforts will be wasted!_

 _Head straight for your goal, by any means_

 _There is a door that you've never opened_

 _There is a window with a view you've never seen_

 _Get there, no matter how long it takes!_

 _Oh dark, the darkness that dozes in the dusk_

 _Throw it all away!_

 _No one can break you, nobody can tear you_

 _You live an endless life forever!_

 _Oh dark, the darkness that dozes in the dusk_

 _Throw it all away!_

 _You see a light wherever you go_

 _You have to face it again and again!"_

Seated upon what appeared as a massive throne was a lone silhouetted figure.

" _Hail to the lord and master of the Subconscious!"_ the Shadowman announced, still shrouded in his own element.

On cue, a dim spotlight highlighted the stranger's small form.

Sadness's eyes became fathomless pools of horror. She couldn't breathe, couldn't speak, couldn't think. She collapsed upon trembling knees.

"Well now, welcome! I hope my most trusted advisor didn't give you too bad of a turn there. Nice to see you showing the proper respect, but it's really unnecessary; after all, what's obeisance between old friends, huh?" The declared Master was adorned in a black suit that represented the smoothest velvet, but upon closer inspection, one would realize that it was rather pure shadow. His cape, which regally trailed from behind as he descended the steps of his throne, was also shadow.

He approached Sadness, and lifted her chin. She was forced to stare up into those long-familiar eyes that were now utterly alien to her. "Why, you're speechless, my little teardrop." He chuckled darkly. "Well, I suppose I have changed a bit since you last saw me… but for the better, don't you think?"

" _Fear. Oh… oh, no. Oh, Fear."_ And horror shattered into grief.


	4. What Are We Made Of?

**roxygoth** **–** Haha, no, Fear is most definitely NOT Shadowman. I'd like to say more, but… yeah…*grins evilly*

 **PencilTon3** **–** Yeah, you got me. *rubs back of neck sheepishly* I totally forgot to credit SEGA and Sonic Team for the lyrics. I just thought that song fits this story's tone to a T, specifically as a mantra type of thing.

* * *

"The _new-and-improved_ Fear!" the nerve crowed, with an elegant swirl of his shadow-crafted cloak.

"Fear," Sadness choked out again. As she did, she suddenly observed just how his particle-tone had alarmingly changed too. Instead of its usual bright violet, it was now a much darker shade, almost resembling a deep bruise. "What is this? What did he do to you?"

Fear raised an unattached brow. "Hmm? Oh…" His face split into a toothy grin that did nothing to alleviate Sadness's present state. "Only _liberated_ me!"

"Wh-what? Fear, what's going on?"

Sadness numbly allowed herself to be pulled to her feet. "You know," Fear said, "if I didn't know better, I'd say you weren't very glad to see me." Fear's tone was a light but well-shaken cocktail of mirth, curiosity, hurt, and annoyance.

"Fear, you don't know how glad I _am_ to see you!" Sadness cried. "I just- you-"

"Oh, good. For a minute there, I was a little… worried." Fear smirked, as if recalling a private joke. Somewhere close by, the demonic shadow gave a hiss of laughter. "Well, I would hate for you to walk away empty-handed after coming all this way, so I'll bring you up-to-speed. Just for you."

He produced a small platter with green sprigs on its surface. "Broccoli?" he offered Sadness, before taking a bite himself. "You wouldn't believe how this stuff's been thriving in the short time I've already been here. Just like everything else in this place." He swallowed and noisily licked his fingers, clearly enjoying himself. "I don't suppose you know why that is?"

Sadness shook her head, unable to keep her mournful eyes off him. His every inflection, his every gesture- he just carried himself with such flair, grace, and confidence that she would never have believed possible for him. And it oozed off him so naturally, subtle in its simplicity, unlike back at Headquarters where he desperately tried to mask his inferiority complex.

"Oh, come on, girl! You're clever, you must have some notion of what's happened. No? Well, I'll give you a hint- what is the most powerful force in the universe? And no," Fear sang, "it's not our overrated friend Joy."

"Are you saying-"

"That's right!" Fear trilled. "You're looking at him!" He threw his hands in the air, and did a goofy twirl that would have been amusing under normal circumstances. "My kind has always reigned supreme, ever since the beginning of time. We are the bringers of chaos, the destroyer of men! We live in the hearts of humanity, poised to strike on a whim! The more we are fed, the more difficult we are to resist."

He rushed on, "Being so young, naïve, and inexperienced, I never realized just what I'm truly capable of. All that time in Headquarters only held me back. But my dear friend and advisor Shadowman, who has been so good to me, showed me a world where I don't even have to be afraid of _myself_ anymore! I've come into my own now, I've _evolved_! With Riley's help, I'm only going to keep getting stronger until I'm strong enough to free my poor children as they freed me. My servants, my loyal army. The Supressed Ones, gone but never quite forgotten. Riley will feed me, and I in turn will feed them. Soon, we'll take back what- or _who_ , I should say- is rightfully ours. The Subconscious is only the capital of my soon-to-be kingdom; there's a whole mind out there, tender, mouldable, and just waiting to be conquered! So, I may have left Headquarters behind for good, but never our girl." Fear's smile held no trace of warmth.

Sadness felt sick. " _N-no_ … Fear, this isn't-"

But her feeble protests went either unnoticed or ignored, as Fear urgently clapped in a burst of inspiration. "In fact- Sadness, come with me! Stay with me! Think of what we can do _together._ Together, we'll be the greatest team there's ever been! We'll be unlimited!"

"What are you talking about?"

"You and I, of course! You'll rule by my side, as my queen! Surely you've realized by now just how similar in nature we always were- meek, sensitive, pessimistic, ever the Doom and Gloom!" Fear explained. "Sadness, if there's anybody who'd understand, it's got to be you. I always believed I knew _my_ purpose, just another cog in the system, blindly never calling it into question… until last year." His tone, which had been positively giddy with traces of desperation, suddenly fell flat and cold.

Fear hungrily returned his gaze to her, and clasped her hands. "But you don't know what a position I'm offering you! You, too, can realize what you're capable of." He seductively wiggled his eyebrows, gave a courtly bow, and forced Sadness into a tango. "Come, sweet Sadness, it's written in the stars! You can't deny your destiny. Now, tell me I'm adored!" He began to sing: " _Celebrate good times, come on_!"

The basement door opened above them. "DID SOMEONE SAY PARTY?"

"No, you blithering buffoon! Can't you see you're spoiling the mood here?" Fear yelled back up.

"Sorry, boss." The clown left as soon as he had come.

Grateful for the distraction, Sadness seized that opportunity to shove Fear off her with all her might.

She gasped, even now feeling a wrench of guilt. She had never confronted anyone before, especially not physically. "Fear? I-"

What was happening? In a mere twenty-four hours, when life seemed at its peak again, they had tumbled down the rabbit hole. Was it worth it to embrace happiness and positivity, only to inevitably have the rug yanked out from under them? Was there a point in even trying to find the light in anything? Now Sadness wasn't sure anymore, even after all she had been through with Joy.

Fear grunted as he toppled to the ground, clumsily landing backwards onto skinny arms. His eyes narrowed into dangerous slits, never leaving her, and he calmly got to his feet and brushed the dust off his uniform. "Sadness," he said at last, his voice registering both amazement and rage. Was there a touch of pain, too? "You know how I loath violence…"

" _You dare touch the Master?"_ Shadowman screeched, and Sadness could feel the air dip well below freezing now. She trembled profusely, her tears instantly converting to ugly patches of frost on her face.

Fear sliced up a hand, commanding his servant to be still, and the formless creature complied without question. "I suppose I should have guessed you were against me, _friend_ ," he choked out to Sadness in a hiss.

Sadness was shaking her head fervently. " _No-_ Fear! You don't understand! Please, let me help-"

She was cut off by Fear gripping her arm in a savage twist, and cried out. "I _was_ planning on showing Headquarters mercy," he softly told her. "And that's _Lord Fear_ to you; I would advise you to learn your place now, because none of you will have any choice soon. Now, we're finished here. Shadowman will show you out."

An enormous shadowy hand consumed Sadness in its maw-like grip, and she remembered that shape-changing was another one of his talents. She thought to herself: _I don't know what's wrong with you, Fear, but we are_ _ **not**_ _finished. Somehow, I'll find a way to bring you back._

Shadowman never did reveal his hideous true form, which she well remembered. What was he hiding? This went so much deeper than she had thought. She wouldn't give up until she found out what was really going on; only then, could she save Fear.

Fear sauntered back to the throne, and lay on his side with both feet lazily plopped up on an armrest. "All hail the king, baby!"


	5. Coming Together

**Just a heads-up- this will be the last chapter. Sorry, guys, I'm discontinuing this thing.**

… …

 **Had ya there, didn't huh? Actually, just for the rest of the month. I need to focus my energy on an upcoming paper. After that, we'll be back!**

* * *

The others listened in horrified silence as Sadness recounted her meeting with Fear.

Contrary to her greatest urges, she hadn't wasted time openly mourning the loss of their former friend. Not until she told them everything. The very second she arrived back to the anxiously waiting emotions who refused to sleep until they were both safe at home, she plowed right into the story.

"And he… he wanted me to stay with him. He said that, like him, I could finally realize my true potential and be so much more than I am. When I refused, he told me that he wouldn't show Headquarters any mercy," she heavily finished, unable to hold back any more.

As she cried and cried, the undeniable spark of hurt in Fear's eyes kept swimming before her. How utterly betrayed he had sounded.

What was wrong with her? Why should she let it affect her so strongly? To turn her back on all that she had come to appreciate and love on a greater, more wonderful level… she wouldn't dream it, not for anything. She knew where she belonged. Her duty was to Riley.

Was she feeling guilt that she had no business feeling? Was she afraid that she had single-handedly doomed them all? Was she distraught that the one she practically viewed as a younger brother would so blatantly accuse her of being set against him when she cared so much about him?

And yet, if she was truly honest with herself, it was… _touching_ that he so adamantly claimed to need her, to want her by his side. Did he really think that much of her? She enjoyed lending what he once referred to as her "calming presence" when he needed a shoulder to tremble on, and they both knew that she understood him more than anybody. They both _knew_ that they both knew. Yet, she'd still waited patiently for the day he would feel comfortable enough to confide in her the shame and insecurity he had so apparently (to her, anyway) suffered for months now; she would continue to wait for as long as it took…. all the while crying inside for his personal burden, for how unnecessarily alone he felt.

Right now, more than anything, Sadness cried for the loss of Fear's innocence. He was lost, to both them and _himself._

Meanwhile, the others were overlapping one-another in a chaotic and abstract cornucopia of voices.

"This is nuts!" Anger roared. "That traitor! So, we're suddenly not good enough for him, huh? _Riley's_ not good enough for him? So, he goes all Dark Lord on us? Well, fine; let 'em have him! As far as I'm concerned, _we're_ done with _him_!"

"It's like he totally forgot the little fact that he was, I dunno, _kidnapped_ ," Disgust said. "I mean, if his favorite tea mug and the sofa pillows strewn all over the floor were any indication, he was taken by surprise."

"Well, if it's a question of fight-or-flight, you know what course he'll take every time," Anger sneered. "I say let him come, and we'll see how big he is! He can bring _all_ his so-called followers, too! I'll knock the delusions of grandeur right out of him, and then I'll knock all the rest straight into the Dump where they belong!"

"Yeah, you and what army? You think _we'd_ be any match for the one he's apparently raising? You heard Sadness; he's making them strong, or they're making him strong… whatever! Point is, we are so screwed here!"

Joy was just shaking her head in silence, looking more and more drained of her spritely energy with every second of taking it all in.

On the screen, a happy dream was playing as an oblivious Riley slept on.

From her knees, Sadness timidly raised a hand to address the others, but a series of hiccups prevented her from forming a coherent sentence.

This all went on for about five minutes, until Joy suddenly gave a piercing whistle that immediately shut everybody up. "Guys! Sadness has something to say!"

 _Thanks for noticing me,_ Sadness thought with genuine gratitude.

Joy helped her to her feet. "Are you ok? To- to speak, I mean," Joy tentatively asked.

Sadness nodded, and took in a shuddering breath. "I think I may know how Shadowman got to Fear," she said at last.

All three of them looked at her sharply. "You mean how he managed to convince Fear of all these lies?" Joy asked.

"We always knew the little guy was gullible… and more submissive than a whipped dog," Anger gruffly admitted, some of his initial fury dissipating, "but still, I don't think any of us could've questioned his loyalty to Riley." _Until now,_ his shrugged shoulders seemed to add.

Sadness nodded. "No. But he does."

That caught the gang by surprise. "Huh?" they chorused in unison.

"I didn't want to bring this up before, out of respect for Fear," Sadness murmured, but Disgust cut her off:

"Sadness, if there's even a chance it'll help us, then spill! Normally, I'd be hot for gossip, but right now I just want to better understand what's going on."

Sadness nodded. "Ok, well… you know how Fear tried quitting when Joy and I were lost outside of Headquarters?"

"Yeah, that's right," Joy remembered, sounding unsure of where this was going. "The night Riley returned home, we all had a talk about… everything that happened." It had been quite an emotional powwow, which was saying something even for them. "Fear mentioned it in passing, tried to laugh it off as a foolish impulse." Her eyes thoughtfully met Sadness's. "But now that you mention it, he seemed kind of… strained? Like he wanted nothing more than to get away from that subject, and was even kicking himself for bringing it up?" She blinked. "I always chalked it up to Fear being his normally awkward self, but…"

"I couldn't be more certain," Sadness said quietly, "that he's harbored so much guilt over that, all this time. He feels that he selfishly and willingly betrayed Riley- or very nearly, anyway- and worse, encouraged Anger and Disgust to abandon ship with him… right when she needed her remaining emotions the most." The others rushed to speak, but fell silent again when she halfway raised her arm. "Not only that, but I'm sure he's also in pain over what _he_ sees as doubly failing Riley by letting her run away. The notion of what could have happened to her haunts him all the time- I can just see it in his eyes- and I know that if Riley had gotten into big trouble, he never would've forgiven himself."

Anger stepped forward. "Now, wait just a minute," he said. "We've been through all this, and I still say what I said then- it was all _my_ fault. All of it. Every action I took cost us every Island, and I'm the one who forced that dangerous idea into Riley's head! I was too stupid to see that there's no way she could've been happy again if her body had wound up in a ditch somewhere. Fear _got_ that! And I knew he was against it from the start; if anybody was selfish, it was me! Who knows what would've happened if you and Joy didn't show up when you did." He closed his eyes. "That's why Mom and Dad made us watch that show with John Walsh afterward, so we'd really get the picture. And Sadness, well, you understand better than anybody what it would do to Mom and Dad if they ever lost us."

Breathing heavily, he ran his hands down his face.

"The thing is, Fear doesn't see it as anybody's fault but his own simply because it's his job to keep Riley safe. In his eyes, he let her down twice when she was going through a transition that left her confused and vulnerable," Sadness softly told Anger. "And it's forced him to strongly reconsider if he's fit to be Riley's protector. He's scared that he's going to ruin Riley by making more lapses in judgement, but at the same time, he's frustrated because he's the only one she's got to keep her safe. He's confused. As much as he wants nothing more than to be with her literally every minute now, the whole experience has left him shaken of his confidence in his abilities, and that terrifies him all the more in terms of his performance."

"And you think," Joy slowly spoke up, looking at Sadness, "that Shadowman used all this guilt and confusion against him? Like, brainwashed him during his weakest hour?"

"I do," Sadness affirmed. "Only… how would Shadowman have known any of this?"

Disgust folded her arms. "So, the only other question is… where do we go from here?"

* * *

" _My lord_ ," Shadowman murmured. " _We await your orders_."

"Oh, goody!" Fear gleefully rubbed his hands together. "First stop, Long-Term Memory! You know what we need there, I think. After that, Dream Productions- where I can finally show those hacks how to construct a _real_ script and, at the same time, give you your long-awaited chance to star as yourself. Riley _will_ remember you, my friend, oh yes. My plan is coming together!" he crowed, leaning back in his throne.

" ** _Your_ **_plan. Yes_ …"


	6. Hush, Hush, Here Comes the Boogeyman

**Joy: And we're back!**

 **FYI, a while back, I re-uploaded Chapter 5 with additional dialogue. Also, minor edits were done to the first chapter. I'm… way too picky.**

 _ **One week ago…**_

* * *

" _Morning, monkey!" Dad greeted as Riley sat down for breakfast. Mom turned around from the pancakes she was making, and offered their daughter a warm smile. "So, full plate today, huh? Youth Group_ and _hockey practice!" Dad grinned. "Think you're up for it?"_

" _Oh yeah, no sweat," Riley told him. Chuckling, she added, "I'm just glad it's summer and I don't have any homework!"_

" _Speaking of a full plate," Mom said, "how many pancakes do you want, Riley?"_

 _The sweet aroma tickled her nostrils, triggering an impatient reaction from her gut. She didn't realize, until then, just how hungry she was. "Three, please."_

" _Somebody's hungry this morning," her mom remarked, echoing her thoughts. "Well, it's good that you get in a good meal. You'll need your energy for the day ahead."_

 _A couple of minutes later, she was shoveling fluffy, syrupy goodness into her mouth like it was her first taste of food in ages. In the back of her mind, she knew she should slow down, but the joy brought on by her tastebuds overrode any fear of choking. Mom had added the Anderson Pancakes Secret Ingredient to the batter- cinnamon!_

" _Whoa, Riley, easy," Mom lightly chid her. "Wash that mouthful down with some juice."_

 _Smiling sheepishly, Riley acceded to common sense and motherly concern._

 _Dad sipped at his coffee. "So, how's Youth Group going?" he asked Riley. While both him and Mom regularly showed genuine interest in her time at the community center, Riley could tell that they tried not to overdo it. She knew that, ever since she nearly ran away, they worried greatly about her emotional wellbeing, but appreciated their combined effort at respecting their growing daughter's space and independence. On some level, she realized that it probably wasn't easy as her parents to manage this balance, which made her cherish them all the more. They weren't perfect, but they were awesome. And Riley knew, especially after all that happened, that she wasn't anywhere close to being perfect herself, but she always tried to do right by Mom and Dad._

" _Pretty good. This week, we're discussing our childhood fears." Riley blushed a little as she added, "Do you think it's lame that clowns still freak me out? I mean, obviously not like when I was a kid, but I still find them totally creepy."_

" _No way," Dad earnestly told her. "Clowns are a common phobia with lots of people, even adults. And Jangles was, well, a bit too… overzealous for a five-year-old to handle. As soon as your mom and I saw how upset you were, we convinced the guy we hired that he had the wrong place. You wouldn't even touch your birthday cake after that, once you saw the picture of the clown on top."_

" _Oh, yeah, Jangles- that was his name," Riley remembered. "Wow, you know, I nearly forgot most of the details. It's still sort of fuzzy to me."_

 _Mom smiled sympathetically. "But Jangles was nothing compared to the Shadowman."_

 _Riley raised an eyebrow. "Shadowman?" she slowly inquired. The name was even less familiar than Jangles, yet strangely rang a bell- hollow and foreboding, seeming to originate from her subconscious. Something very vague flickered in her memory, sending an unexplained shiver down her spine._

" _He was what you could call your personal boogeyman," Dad chimed in. "Do you remember being afraid of going down in our old basement? And being afraid of the dark?"_

 _Riley nodded. "Yeah, that I remember." She was still afraid of the dark on occasion- well, not so much afraid, but more nervous. Her hockey lamp and ceiling stars always brought her great comfort, like a soothing hug. So, he was he- it- a shadow?"_

" _Yup, hence your name for him," Dad replied. "It all started when you were four, and we were down there looking for the Halloween decorations for the next day. A bad storm was going on, and you were already pretty scared- which is why you absolutely refused to be left alone upstairs. Well, it didn't help that the power soon went out. It was just about impossible for us to calm you down," he went on. "And then, you thought you saw a strange shape in the dark, a tall, skinny person with long fingers, claws, and pointed teeth. Of course, there was no convincing you that it was just the lightning casting shadows in through the window, probably from the tree outside. Since then, you were terrified of the dark and the basement- any basement, even when there was light- and you were convinced that this man who lived in the basement came into your room every night. You not only swore you saw him, you dreamed about him. It got so bad that we finally put a nightlight in your room like we should've done in the first place, and that at least solved your sleep problem."_

" _Wow… sounds worse than the Purple Guy from_ Five Nights At Freddy's _," Riley joked, but her voice came out oddly strained._

 _The funny thing was… as Dad narrated, she could see it all in her mind's eye like a grainy black-and-white film reel. She still didn't actually remember anything, but her imagination stirred energetically. But what was with the weird sensation that gripped her more fervently than a minute ago, like an icy hand over her heart?_

" _Are you ok, honey?" Mom asked, reading her daughter's face. She glanced over to Dad, who shrugged._

 _Self-disgust shoved fear, or whatever this stupid feeling was, firmly away. Riley was being silly. She was twelve, for crying out loud! Even if she had've remembered this Shadowman for real, there was no reason to get like this._

 _She had no way of knowing that a tiny crack had formed in her subconscious. Not then, anyway._

* * *

Forgetters Paula and Bobby, two of many who patrolled Long-Term for decayed memories on a daily basis, were whistling the Tripledent Gum jingle while they worked... when the ground beneath them thundered horrendously, instantly killing the repetitive refrain from their lips.

A cheery whistle sounded from behind them, followed by a "Yoo-hoo!"

The Mind Workers about-faced, only to see a veritable giant standing there- a giant clown to be precise, bearing a looming grin and a hefty mallet.

Screams rose in their throat, dying before they could escape.

A tiny fellow sat perched upon the giant's shoulder. "Greetings and hallucinations!" he called down, the same voice that got their attention only a second ago.

"Hey, isn't that guy from Headquarters?" Bobby said.

An enormous hand carefully lowered the figure to the ground beside them. "I gather you're the ones responsible for sending a certain commercial up to Headquarters on the hour?" he asked, like an adult playfully scolding an impish child.

They recognized him as the emotion Fear. But… why was he dressed like the Prince of Darkness, or something?

As the two sputtered out a string of excuses, each more incoherent than the last, Fear waved an amused hand. "Chill, that's not what this little visit is about." Darkened violet eyes glinted sharply beneath eyebrows that were darker still, like a pair of poisonous toads under the shroud of night. Actually, I've come to collect."

"Is this a surprise inspection from the top? Wait- what do you mean _collect_?"

"The memories of Shadowman." Fear was blunt like the crack of a whip. "I know you must have some still lying about somewhere. Hand them over. _All_ of them. _Now_."

"B-but…" Fear, of all people, dared toss about the one name that was practically taboo in the Mind World? "But-"

"Come, come, lackeys! Your Lord Fear grows impatient. Shall my big friend here help to hasten things along?"

 _Lord_ Fear? What was going on?

"With all due respect, sir," Paula quickly spoke up, "if there are any left, they'd be faded beyond recognition."

Fear smiled sleekly. "Not a problem, I assure you. Now, if you'll be so kind. I have a schedule, you understand."

The horribly confused and freaked-out Forgetters bustled about in compliance. In five minutes, not less (thanks to the superb organizational skills and efficiency that was part of the job description), they gathered a total of five grey orbs, which they lay at Lord Fear's booted feet. "That's all of them, we swear!"

"Excellent," Lord Fear hissed.

Removing his helmet, as did Paula, Bobby asked tentatively, "Uh, begging your pardon, but what exactly does Headquarters want with these old things?"

In response, Lord Fear stared them down coldly, and they found themselves taking a step or two back with downcast eyes.

 _Poor ignorant fools_.

"I thank you for your cooperation," Fear told them, a sunny beam suddenly replacing the previous scowl. "And know that Lord Fear rewards all those who serve him."

He nodded up at Jangles. "Away with them!"

And with that, the two were snatched up and carted off to the Subconscious, where every last one of the guards had already been imprisoned.

Lord Fear brought one of the memories close to him. "My poor beauties... forsaken for so long. Well, your creator is here to restore you to your former glory." Staring deep into its murky confines, he gripped it tightly with one hand and, with very little effort, one-by-one transformed them into a vibrant purple that practically rivaled any Core Memory.

"Shadowman!"

" _At your service, Master_ ," the invisible creature, ever close to Lord Fear, declared.

"Our job here is finished. Riley will be asleep soon. We move on to Dream Productions. There, dear friend, you will finally shine. Between there and our third stop, Imagination Land, we will craft hundreds more of fresh, lovely memories of you."

* * *

 **Did the flashback give you a clue as to how Shadowman originally escaped?**


	7. The Need For Control

These were unsettling times. All the emotions knew that.

They had made it to the end of another day- their second day without Fear- without difficulty for Riley, but it wouldn't last forever. At any moment, a situation might arise that would specifically call for their lost cohort's intervention, and there was a very fine limit on what Sadness, Disgust, and Anger could do. Life truly had the knack of throwing you a curveball when you least expected it, as they had learned to appreciate- especially the older you got- and Joy knew that she could no longer afford the luxury of blissful ignorance, of burying her head in the sand to the inevitable series of bumps in the road. She should have recognized this as soon as Dad informed them of the move from Minnesota to San Francisco in the first place, well over a year ago; maybe if she had, things wouldn't have spiraled so out-of-control back then. Riley was growing up, and with it came new challenges and experiences that required _all_ of them working together to guide her.

Things had certainly taken a turn for the worse again, and it was only a matter of time before Riley truly needed Fear's guidance. Without going over-the-top, like Fear always tended to do, (it was mostly the everyday things that had become second-nature to him and Riley- like wearing a seatbelt, keeping an open eye and ear when crossing the street, or keeping her phone on her in case of emergencies), the fact was that real danger did exist; it was entirely possible to be caught off-guard... confronted with situations which called for more than simple common sense. She needed that keen sense of alertness and caution that only Fear could provide. Riley was a smart kid, not prone to reckless behavior- and she knew it- but she was still young, and without Fear, there was a chance she could turn complacent.

The thought of Riley ending up seriously hurt, or worse, saddened the teardrop more than she could say… along with what it would do to Mom and Dad. On top of it all, the pain at losing her dearest friend was overwhelming. They _had_ to save him from Shadowman's clutches, but she just didn't see any way in succeeding. Where did they even start?

Sadness also knew that if they ever got Fear back for good, he would _never_ forgive himself. As it was, she didn't think he would've forgiven himself for a long time over his past mistakes. _I never even got the chance to talk to him about that. Will he ever know just how much Riley needs him? Would he have even believed me?_

It was close to bedtime, and Sadness had stood staring out the window for the past several minutes. _He's destroying you, Fear, destroying the best in you. Oh, fight him! Don't let him win! Come back to us, please… come back to Riley._ The windowpane was streaked with teardrops that uncannily resembled rain. Well, there was a storm brewing out there, that was for sure.

"Guys! Report from the Mind Workers!" The urgency in Joy's voice compelled her to give the golden emotion her undivided attention. As she joined the others as they gathered around, Joy heavily said, "Listen up, people. There's no way I can sugarcoat this. In the past twenty-four hours, the entire Mind Security Force and most of the Forgetters have been captured." The memo in her hand subtly but visibly shook along with the rest of her, as did her voice. "The ones remaining went into hiding."

A chorus of shocked murmurs erupted. "Captured?" Sadness whispered.

Joy nodded, and Sadness had never seen such helplessness and hopelessness in their joyous leader's features as she did in that instant. It _terrified_ Sadness. It was the mask of somebody who had lost everything, including control. Nothing was worse than finding oneself flung into circumstances beyond their control. Like the move last year.

Fear had always spent every waking moment preparing for the worst, so that Riley did not have to suffer a loss of control in her life. It was then, ironically enough, that Fear would intervene as a means of compensation. But not even he could have foreseen the prospect of completely uprooting, nor Riley losing her Core Memories and two of her emotions. Control was everything, and without it, there was only vulnerability and chaos.

And he could never have prepared for their darkest fear making a comeback. And, despite what Fear seemed to believe right now, he was the furthest from any position of control. Soon, it would extend to Riley.

Sadness suddenly realized… maybe empathy was a branch of positivity? Could she, in her own way, offer support to her friends? To _Joy_ , of all emotions? If only she could somehow reach out to Fear, save him.

"So, he's already making his move," Disgust said tonelessly. "He's serious."

"Are you talking about Fear or Shadowman?" Anger asked with a hint of sarcasm.

"I don't think it matters anymore," muttered Sadness. "It's like they're one-and-the-same now."

"Fear would know what to do… I mean, if he wasn't too busy being corrupted. He stopped Shadowman once before. It really is amazing what the power of a cry for help can do," Disgust said, looking meaningfully at Sadness. "He was literally Riley's worst nightmare, and if any of us knew that creep inside-and-out, it was Fear."

Nobody said anything for several minutes. It was a sad, almost respectful silence, in which they shared thoughts of Riley's hero.

Joy said, smiling sadly, "I'll never forget how _relieved_ Fear was when that puck-shaped nightlight got plugged in- the early version of our hockey lamp. He was so happy that Riley was free of him, and that our poor girl could finally sleep. And him, too; for so long, he had absolutely insisted on staying up for Dream Duty, despite how... _terrified_ he was of Shadowman. He was determined to protect Riley from him even as she slept. It got to the point where he would wake her at the very first sign of him. I could tell it really took a toll on him, and it was only when I would remind him that he needed his rest so that he could properly protect her during the day," she softly concluded, "did he ease up on the night shifts. He made the rest of swear to wake Riley as soon as Shadowman appeared."

"Normally, I don't like disturbing our sleep over a stupid dream," Anger said with a sigh, "but this was one situation that I have always agreed with him on, even to this day."

Disgust nodded. "It was so refreshing to no longer have to stay buried under the covers until she fell asleep, all hot, sweaty, and smelly. It got so hard to breathe sometimes that I'd force us to peek out even for a minute, before Fear would force us right back in… but Fear was right, because _he_ was always there waiting. Normally, I would say it was worth it, but…" She trailed off.

"I miss him so much. I wish he knew just how much we all do," whispered Sadness.

She added, "Don't you think it's a strange coincidence that Shadowman somehow got out of Riley's subconscious just a week after Dad reminded her of him?"

"Yeah, why'd Dad have to bring him up after six whole years of having him out of our life?" Anger fumed.

"Even though the remaining memories of him are pretty much ready for the dump- why they didn't get tossed _years_ ago, I don't know; stupid workers- it obviously still affected her a little," Disgust recalled. "I couldn't believe how _fuh-reaked_ Fear got! It took everything me and Anger had to pry him off the console and keep him off." She frowned, exhaling. A laugh of irony flew from pursed lips. "If we knew then what we know now, right?"

And then it happened. A flare of realization skyrocketed in Sadness before immediately exploding, and she was sent reeling. How could she have been so blind?

"Sadness? What is it?" Disgust asked, seeing the blue emotion's reaction.

"That's it. It _wasn't_ a coincidence…"

* * *

It would be forgivable for any tourists to mistake the once bustling and glamorous metropolis that was Dream Productions for an obsolete factory of… well, broken dreams.

In truth, it wasn't exactly obsolete, but under new management.

The overhaul had been short, but its effects were certainly felt by every one of the cast and crew, and would for a long time to come.

By now, Grandma's vacuum cleaner was merrily on its way back to the Subconscious with the fired actors, employees, and execs in the pit of its gut. Fear had gleefully dispatched the machine's hunger, promising everyone that they would "never work in this town again".

Only the camera crew had remained, deathly-pale and tethered to their ball-and-chains.

The sinister phantom, dark and diffuse as smoke, took his place before the camera. It was all the cameraman could do just to muster every particle of control in keeping his hands- and the shot- smooth and steady, as if his fate depended on it.

"Action" was gasped out, the slate was clapped, and Shadowman was on. No scenery, no additional cast, no build-up… and no distortion filter.

It would always just be him. In everything.

" _Hello, Riley. It's me."_

Some feet away, a broken and shackled figure sobbed piteously from where he lay.


	8. No Rest For the Weary

In Headquarters, the frozen emotions were collectively stripped of all breath. Their horrified sights were transfixed, almost against their will, upon the entity who dared intrude on their girl's sleep.

In his natural form, whose Dad's eerie description last week didn't come close to doing justice (although his memories were strictly based on how Riley herself used to describe him, along with her old drawings), he stood against a background of uncompromising darkness, perfectly highlighted by the faintest glimmer of light.

" _It's me."_ His voice was just as they remembered it- snake-like; hissing, venomous, and slithering. The very sound made Disgust in particular feel like his twisty, tendril-long fingers were percolating down her back, and she felt both violated and sick to her stomach. And those words… two simple words that oozed so much terror, they were the very ones that the shadow had always taunted Riley with whenever he spoke. Nothing more, nothing less.

His hideous, grinning likeness lingered for several seconds more. Then, almost as quickly as he had come, he faded back into his element. They waited, painfully tense, as if expecting a jump-scare, but the monitor remained a blank slate. It seemed the dream was over.

For a long time, everybody stayed silent as they processed what just happened. At last, Anger furiously croaked, "We didn't wake her up… _why didn't anybody wake her_?"

"Ok," Disgust gasped, practically heaving, "now that was a freaky coincidence! We just finished talking about-"

"This was only the teaser. You all realize that, don't you?" Anger growled, though he clearly appeared just as shaken. "Sadness said that Fear's determined to bring Shadowman back."

"Now, hold on," Joy protested. Anger and Disgust glared at her, perhaps in anticipation of whatever sunny denial she was about to spew in desperation. But Sadness knew better; she still couldn't shake that image of Joy's face from earlier. "Riley's not a little kid anymore! Even if Fear does get her to remember him, how could she be afraid of him? Besides, Fear made it clear that he's… never coming back." A sob gently forced its way through her throat, and green and red emotion looked at each-other sadly.

Sadness moved in to give her friend a hug, which the star gratefully took advantage of. "So," Joy whispered with a humorless smile, "this is what it's really like to be afraid. I've learned what it means to cry, and now what it is to… fear." She gave a watery chuckle. "I'd be lying if I said I understood how you two live with it on a daily basis. But at least I've learned a lot about the importance of variety."

"Yes, you have," Sadness earnestly agreed. She said in response to Joy's previous concern, "Joy, Fear told me that he was abandoning Headquarters, but not Riley. I think that once he gets powerful enough, like he said he was going to, she'll be able to feel him without him being anywhere near the console."

Joy's mouth slowly formed in an O of horror, before thinning into a tight line. "We can't let that happen. That's all there is to it. If Shadowman could be stopped before, then he can be stopped again."

"Yeah, and there's also the issue of all Riley's old nightmares running rampant throughout her mind," Disgust pointed out. "How can we get them all back in the Subconscious where they belong? I don't even know how we're supposed to fix the hole!"

"Well, maybe if we stop Fear, Fear's power over them will be broken," Sadness pointed out. "We have to help Fear if we're going to defeat Shadowman. I've got to try talking to him again."

Anger shook his head. "Aw, look, Sadness, what makes you think he'll even listen?"

"I don't know. But I have to try," Sadness sighed. "I just _know_ the real Fear is still inside him. If I show him how much I truly believe that, maybe he will too. Tomorrow night, I'll head back out."

She turned to her friends. "Um, listen, you guys need your rest. I've got the rest of Dream Duty."

But Joy was shaking her head, along with the others. "No way, Sadness. I'm not having any one of us alone all night, not with Shadowman in control of Riley's dreams. In fact, starting tonight, we're all going to take turns keeping watch. Hourly shifts." She looked around. "Are we in agreement, people?"

There was a chorus of responses in the affirmative. And Sadness smiled. There was the Joy she knew, taking back control of a crisis. At least, Joy could think a little more clearly. Maybe she had helped in that, she thought with a sense of pride for them both.

But at the thought of meeting Fear again, a plague of ugly doubts spread like wildfire through her. She had already failed once to save him, perhaps naively believing her friendship was strong enough. Just like all the times she hoped Fear would open up to her about his guilt and pain.

 _Maybe he thinks he's beyond deserving any help or compassion. Maybe that's also why it was so easy for Shadowman to poison his mind._

"This time," Anger rumbled, facing the calm before the storm that was the presently blank viewscreen, "we'll be ready for him."

* * *

"Please… no more _. No more_ ," the lorn figure gasped through a torrent of tears.

 _"Ungrateful worm,_ w _hat have I told you before? I'll stop only when I am satisfied."_

" _Why_? Why are you doing this to Riley?"

" _I have also answered that. Do try to keep up."_

"Headquarters w-w-will find a way to s-stop you."

" _They won't get far without Riley's great protector. He will see to that very soon, I promise you. And speaking of the Master, prepare yourself, because he approaches!"_

" _No_ … _NO_! _Stop, I'm begging y_ -"

Silence.

"No problems, I trust?" Lord Fear lightly inquired.

" _None, Master. Merely dealing with some… resistance."_

"Ah. Well done. All those who dare resist Lord Fear will quickly learn there is nothing to be gained."

" _Forgive me, my lord, but I do have one concern on that score."_

" _Indeed?"_

" _Those fools up in their ivory tower have already gotten wise. According to the meter, Riley has immediately sprung awake at my every appearance this night. What are your orders, Master? Shall we take care of them now rather than later?"_

Lord Fear smiled and dismissively waved. "Not just yet. They don't realize that they're playing right into my hands."

There was a pause, before Shadowman thoughtfully answered, _"I believe I understand, Master."_

"I knew you would. Now, c'mon, before it's morning; those daydreams aren't going to make themselves."

* * *

 **To those asking about the mysterious figure at the end of the last chapter (who also appeared in this one), here is my answer… ;)**

 **By the way, guys, I have an important request, one that won't take much of your time. Please, please, please read** **and** **review Cartuneslover17's awesome IO fic** _ **The Dream Must Go On!**_ **They have been having a VERY hard time in their life lately (I won't say here, out of respect), and they've really been focusing on this story of theirs to help with the pain. The least their fellow writers can do is show support by acknowledging this project, and showing your enjoyment by faving and following if you haven't already. I know it's not much, but please believe me when I say it would mean a great deal to them. And, even more importantly, give them your kind wishes and prayers.**

 **Next time: Imagination Land!**


	9. It's Me

**The victim at the end of the last two chapters was NOT Bing-Bong. I'll give you a hint: There is a reason why Shadowman is never actually seen (although his voice is heard) when he is with Fear.**

* * *

Morning and Day 3 could not have come soon enough for the weary emotions.

"That was the longest night we've ever had," Disgust groaned, collapsing into a heap on the couch with the others, all lady-like manners forgotten. She took a hand-mirror, glanced at her unkempt appearance, and nearly barfed. But she knew her hair and makeup would have to wait; Riley had just woken up.

"You said it, sister!" Anger furiously agreed, too exhausted to even ignite. "Riley didn't get one wink of sleep! I'll be busy today…"

Joy shook her head, brows knitted. "I don't get it. Waking Riley up always worked so much better before." Her radiance still had not returned to full-strength; in fact, it seemed to lessen day-by-day. A sure sign of the stress on her.

"It's obvious, isn't it?" Disgust scoffed, sitting up and smoothing her dress. "You said it yourself last night, Joy- she's not little anymore. She doesn't need Mom and Dad to come running every time she has a nightmare."

"And _you_ admitted," Anger retorted to their green colleague, "what the power of a cry for help can do. Weren't those your _exact_ words?" He thrust his stubby hands into his pockets. "I can't believe I'm saying this, but maybe we shouldn't suffer in silence. If we've learned anything by now-"

"Look, I know, all right?" Disgust snapped, looking oddly crestfallen. "But do you want them to treat us like a baby? What do you expect us to do, sleep in their bed every night?"

"Poor Riley," whimpered Sadness. "She's still scared." Indeed, the console remained an ugly purple stain, just as it was every time she bolted awake. Just as if Fear was actually manning the controls.

"Yeah. Looks like you were right, kid," Anger said, his shoulders slumping. "I don't think any of us would've ever imagined this was possible, but…" He chuckled ironically. "Well, the stringbean always said he didn't know his own strength."

Sadness frowned thoughtfully, before recalling a memory. It was from two weeks ago at Youth Group, when everybody was discussing their own fears. The counselor was saying, " _According to H.P. Lovecraft, the oldest and most powerful emotion known to man is fear_."

"This isn't working!" she suddenly cried. "All we're doing is disturbing Riley and making her afraid. If she keeps sleeping, then at least there's a chance she won't remember the dream. But look!" She pointed to a large row of violet orbs on the shelf, all fresh.

"I don't even wanna look at those things!" snarled Anger. "Somebody flush 'em down! Better yet, put in an order for them to be tossed right out."

"To who? Everyone's been taken prisoner!" reminded Disgust in an exasperated sneer.

"Then I'll smash them myself!"

"Uh-huh, good luck with that. It's not like the only thing that can destroy them is _the dump_."

" _Not helping_!"

The argument was interrupted by a familiar horn outside. The same expression was passed around in equal measure- a hybrid of unease and bewilderment- and the emotions bolted to the window. Sure enough, the train was pulling up to Headquarters

"Guys… who's driving, exactly?" Disgust slowly asked. Not a Mind Worker could be seen aboard. "I thought-"

"Nobody answer it!" Sadness exclaimed. "I just- I have a bad feeling about this."

But Anger, determined to get answers, was already at the entrance. The hatch popped open, and a package was shoved inside.

"Hey! Wait a minute!" he shouted after their evasive deliverer. But nobody was there, and already the Train of Thought was taking off.

Joy blinked, then quickly said with a crooked beam, "Well, hey, this- this is great! It's brilliant!" She snatched the box, and practically skated with it back to the console. "Some well-crafted daydreams will take soothe Riley's nerves throughout the day. And if Shadowman shows up anymore at night, we'll just pop them in and override his butt!" She gleefully held up a random daydream disc. "Unorthodox, I know, but hey- it's for Riley."

"Joy, I don't think this is a good-" Sadness began, but Joy was already plugging it in…

" _It's me!"_ Shadowman hissed.

Disgust gagged.

Anger roared.

Sadness wailed.

"No," Joy whispered. "This isn't…"

Riley was hit with a shockwave of fear that stopped her dead in her tracks, hand frozen on the doorknob.

Immediately, Joy removed the daydream and shoved in another, just as Sadness cried "Joy, no!"

" _It's me!"_

Riley winced and shook her head. "What is _wrong_ with me?" the emotions heard her loudly say to herself.

Joy tried to take it out, but this one refused to give an inch. "What's going on? Why won't it eject?" she cried, feeling a sense of déjà vu. "Guys, help me!"

Everybody pulled like it was the Tug-of-War contest to end them all, but to no avail. Meanwhile, Shadowman and his dread words played on loop while Fear's hue remained.

With one final futile tug, Joy and the others toppled backwards, spilling the box of daydreams. Muttering "No, no, no", she frantically rummaged through them. "These daydreams…" She took one in each hand, examining them closely. "They're all the same!"

"No, really?" Disgust feigned shock. "Sure you wouldn't want to try for three, Joy? After all, third time's the charm, right?"

Collapsing to the floor, Sadness sobbed "I knew it!"

Joy let the contaminated things fall from her fingers, as if they might bite. "What was I thinking? If they've taken over Dream Productions, then of course- I mean, I should've known better!"

"Riley's daydreams are a collaboration between Dream Productions and Imagination Land," Sadness stuttered, each word punctuated by a sniffle or a hiccup. "So, Imagination Land's probably where Fear is now! If I hurry, I can catch him!" She scrambled to her feet, but Joy pulled her back.

"Sadness, I know you're upset- we all are- but Riley still needs you," Joy told her firmly. "You're not heading out until tonight."

Nodding, Sadness sighed and cleaned her tear-streaked glasses with the sleeve of her sweater. "You're right, Joy. I'm sorry. But Imagination Land… that's where Shadowman originated. Just think of all the damage he'll do there!"

A loud huff interrupted them. "Listen, Sadness," Anger said in as reasonable a tone as he could muster, "we don't even have a plan of any kind. Sure- snap Fear out of it, and then what? Say that _would_ weaken Shadowman and the rest. Like Disgust said, how do you figure on getting them rounded up again? Ask them if they wouldn't mind _terribly_ waltzing back inside the Subconscious, and then _kindly_ not try escaping while everybody else is freed and the hole in the wall is patched up?" His voice, while oozing sarcasm the whole time, gradually rose until it ended in a shout.

"One step at a time," Joy said to him calmly. She smiled. "But you and Disgust are thinking ahead, though; that's good! Maybe Fear's finally starting to rub off on you guys."

Disgust fixed Joy with a deadpan stare. "That isn't funny even under the best of circumstances. Besides, how can you joke at a time like this?" She gestured towards the screen. "Sadness, you've read the manuals! What does this mean?"

"I don't know! Nothing like this has ever happened before!"

In the meantime, a river of purple orbs continued pouring in at an alarming rate, taking their place alongside their sisters from last night.

"That's it! I'm sending them away _now_!" Anger roared. "Every last one!" He activated the tube, but nothing happened. No matter how many times he tried, to the point where his foot nearly broke the switch. "What is _this_?"

"The sender tube is down?" cried Sadness. "Oh, that's not covered in any of the manuals either!"

"Guys," Disgust called from the window, "you really need to see this."

A mountain of storm clouds potently boiled from the west, where Imagination Land stood. They bled unnatural depths of maroon that seamlessly merged with the darkening sky.

"It's only a matter of time before it spreads across the mind," Sadness whispered.

With a yell, Anger ran over to the console and slammed his fists down, heating it up in a fiery red. " _Enough_!"

Riley felt a rage overcome her, countering the fearful imagery in her head. What was her problem? This was _nuts_! She was twelve, and jumping at imaginary shadows!

"Ugh!" With a final effort, she shoved it away altogether.

Inside her mind, the emotions cheered as the daydream was at last spat out.

"That's our girl!" Anger crowed. "Nobody messes with her on my watch!"

Joy happily moved in to drive, letting Riley share her own relief in spades. After all that, Riley was really going to need her today. "Ok, new plan! Anger, Disgust- you two immediately take over if he shows up again, and then we'll insert a daydream from a _previous_ batch. Sadness- in between monitoring Riley, I want you to keep an eye on that storm and tell us if it gets worse."

* * *

Breakfast went better than any of them could have hoped. Riley chatted with her parents about her plans for the day. She would spend a few hours at the mall with friends before hockey practice, then after hockey she would hang out at Jordon's place while he and his band practiced their newest song.

"Sounds great, kiddo," nodded Bill. "Make sure you have your phone on you. Remember to check in regularly."

"Dad, I always do," Riley told him, rolling her eyes with a smile.

Inside her mind, Family and Friendship were running as strong as ever. Disgust and Joy shared a grin as they worked the controls together.

"It's just awesome that you've made so many friends since we moved here," Jill said to Riley, beaming warmly. She almost looked like she could cry.

Bill chimed in, "Not that there was ever any doubt!"

"You also know you've said that at least a thousand times by now, right?" teased Riley.

"So sue me, now it's a thousand-and-one," Mom retorted. Everybody laughed. "We'll leave for the mall right after breakfast, ok, sweetheart?"

"I don't suppose there's any way I could talk you into letting me take the bus?"

"You do realize you've asked us that a thousand times, right?" Jill reminded her daughter.

Riley chuckled, and drained the rest of her juice. "So sue me, now it's a thousand-and-one."

Disgust sighed. "This is why I can't wait until we're thirteen."

* * *

"Oh, my gosh! Look at this outfit!" Stacey squealed.

Riley peered at the window display, and promptly echoed her friend's enthusiasm. The white jeans, the navy-blue shirt prominently splashed with the violet, sequined butterfly… it just called out to her!

"Now, that is what I call a cute outfit," Disgust said.

" _Yeah_ , it is!" agreed Joy, pushing another button. "We are so getting it!"

"Of course!" the green emotion grinned, with a flicker of her hair. "Nothing like a little retail therapy."

Sadness said, her mournful blue eyes widening, "It's _so_ nice. Oh, but it probably isn't on sale…"

The girls hurried inside the store to check it out. Unfortunately, it cost ten dollars more than what Riley had left.

Stacey let out a resigned groan. "I'm tapped out, too. Too bad."

"We spent most of our money on the movie," Sadness mumbled, turning a lever to instill the proper amount of disappointment in their host.

Anger joined her at the console. "The _nerve_ of them to charge that much! Stupid store, taking advantage of girls who only get a stupid ten-dollar allowance every two weeks!" As a blue-and-red memory rolled in, Anger added, "We have got to make Mom and Dad give us a raise!"

"Hey, hey- no reason we still can't try it on, right?" Joy said, resuming control.

As Riley echoed Joy's suggestion, Sadness found the tiniest of smiles begin to pull at her cheeks. So far, so good. Things seemed almost back to normal, at least for now. If only Fear was with them, life would be perfect... she would give anything for that. _I'm coming, Fear. Hold on._

Suddenly, they were were approached by a man wearing a crimson sports jacket and a baseball hat. With what could only be described as a winning smile, he said, "Hey, kids. Sorry, but I couldn't help but overhear. If it's money you need, you just might be in luck."

"And… who are you, exactly?" Disgust asked, unimpressed.

"My name is Chuck Prescott," the stranger continued. "I represent the Young Stars Choice Awards."

Disgust's jaw dropped. " _Shut. Up_. That's only the hottest pre-teen talent contest _ever_!"

"Lots of cash prizes to be won!" Joy squealed.

"We're touring San Francisco this month, and auditions are being held right here at the mall! And, having an eye for talent and charm, I can just tell that you pretty young ladies have what it takes to be America's next Young Stars! Why don't you come with me, and I'll get you signed up?"

Joy was just about to act upon Mr. Prescott's offer, when Sadness recalled one of Fear's memories from last year- shortly after they had nearly run away. At Mom and Dad's insistence, they were watching an episode of _The Hunt with John Walsh_. It was an episode dealing with vulnerable young runaways who got abducted for sex trafficking. Riley had been absolutely horrified, but Mom and Dad carefully talked to her about this depressing reality that went on every day in the world, including America. Riley had gotten the message, and vowed never to do anything so reckless ever again. As for the emotions, they made sure to take Fear's so-called 'ridiculous' concerns more seriously from then on, just in case.

" _We don't want you to go through life terrified,"_ her parents told her. _"But we do want you to be careful. You're getting older, and we think it's time you're made aware of these situations. There are a lot of bad people out there."_

"I'm on it!" Anger acknowledged over the blaring STRANGER DANGER alarm. "Guy doesn't even have a card or anything, huh? Nice try, bub, but we ain't stupid!"

Before Stacey could agree to go with the man, Riley said to him coolly, "Sorry, but we've never heard of you or any contest in the mall. We'll check with security first."

 _Fear would have been proud of you, Riley,_ Sadness thought.

But Riley didn't even hear Stacey's protest or see the man leave in defeat ("Fair enough, but you girls are missing out on the opportunity of a lifetime"). In that instant, she was slammed with an onslaught of memories she didn't know existed.

She was four. She was in her darkened bedroom- sitting up in bed with the covers tightly pulled up to her eyes, or curling in on herself underneath. She wasn't alone.

" _It's me, Riley_ …"

In Headquarters, all five reborn memories played in quick succession on an endless loop. _Flicker, clink. Flicker, clink._

"What the hell?" Anger roared. "Who recalled these?"

"And how can they be so… _vivid_?" Joy sputtered.

Sadness gasped. " _Fear._ I told you guys..."

"Riley's not responding to me or Anger!" reported Disgust, who was trying everything she could get her hands on, as was the firebrick. She made a face. "Ew, it looks like somebody puked grape soda all over the console!"

Pandemonium.

"They won't eject!"

"And the console won't accept any of these _good_ daydreams!"

Moaning, Sadness hurried to the window. The clouds seemed to be shifting, morphing. Thunder belched insidious laughter and lightning danced in victory.

* * *

Imagination Land had fallen. A milestone in Lord Fear's mind-game of Risk.

"It's beautiful, isn't it?" he sighed, admiring his handiwork.

Shadowman asked, " _Would Your Lordship care to rest before moving on? With all respect, as strong as you have grown in such a short time, you have used up a great deal of energy today."_

Lord Fear smiled. "Reshaping a growing mind in one's own image is hard work, but oh-so-fun! And where would I be without you, my dearest friend and most trusted adviser? I can always count on you to look out for my best interests." He yawned and stretched. "I think I will take a power nap, now that most of my work is complete."

As Shadowman stood guard over his master, their prisoner writhed and moaned nearby.

" _Aren't you going to plead for your freedom anymore, little worm? It's so delicious!"_

The phantom's words barely registered to the prisoner. "Riley… oh, Riley…" His voice was an agonized, exhausted whisper.

" _Riley belongs to the Master now!"_

"N-no…"

" _As do you_."

Sobbing. "Please… oh, _please_ … I don't care what happens to me. Just let Riley go. I'll do _anything_ , I swear! She's my whole world."

" _Still you deny it? Look around! Your precious Riley is lost to you, and very soon you will be obsolete. Those foolish emotions can't save her or you! You will then be good for nothing but the great abyss below us, from whence nothing returns. You have_ _ **nothing**_ _. You_ _ **are**_ _nothing_ … _but you already knew that before you ever met the Master, didn't you? But don't worry- I swear Riley is in good hands now. We both know she's better off without a traitor and a failure like you, don't we? **Weakling!** **Worm!** "_

With those final words of contempt, the prisoner's vision swam, fell away in terrifying ink blots, and he was dragged back into the hell reserved just for him. _Riley… fight this. You're so much stronger than I ever was for you. I believe in you, sweetheart. No matter what, I'll always love you._

And Lord Fear awoke again.


	10. The Need For Control II

**I've been trying to put down so many clues without giving anything away. So far, only one of my readers has totally guessed what's been going on.**

 **So, my plan was to finish this by Christmas, but I dunno anymore. I have a lot on my plate these days. We'll see! (EDIT- no, sometime in January, most likely.)**

* * *

"Ow," Disgust muttered from the sofa, where she lay sprawled like a worn rag-doll. Not that she particularly cared about her posture or dignity at that moment. "Ow, ow, _ow_."

As the others likewise echoed their sentiments in an overlapping chorus of agony that percolated through Headquarters ("I'm not moaning, I'm _groaning_ ," Anger hotly insisted, "there's a difference, all right?"), Sadness drove solo. Being the most sensitive to pain out of all the emotions, she was keeping it together with curious yet remarkable finesse. She hadn't even dropped a tear since the accident during hockey practice, but rather, had guided Riley with a steady hand and a grimly-fixed resolve. Sadness held her back stiffer than usual, gaze somberly pouring onto the viewscreen; with each precise, masterful stroke across her blue-kissed canvas, she felt more cleansed. Like sinking one's aching muscles into a hot bath.

"Honestly, Sadness," snapped Disgust, "do you have to give Riley an 'instant replay' of the game _now_ of all times?" She attempted to cross her arms, but abandoned all movement as soon as she was rocked by another quake of pain.

Without missing a beat, without forsaking the screen, Sadness simply adjusted her glasses and softly replied, "Yes. I think I do."

Even the act of expelling air from her lungs was torture. "I'm sorry, Sadness. You know what you're doing. I'm just hurting."

"Join the club, princess!" Anger told her. He had already used up all his ammunition in the Curse Word Library, but only allowed Riley herself a tiny handful of them before Sadness took over. It was difficult for anyone to directly oppose Sadness's wisdom, even the firebrick. "This is just like that time we lost the playoffs back in Minnesota."

It was Joy alone who detected a subtle smile in her pudgy friend's tone as she replied a second time: "Yeah, it is." And Joy couldn't help her own lips from knowingly curving up.

"Only we didn't break our arm last time, and this was only practice," Joy reminded Anger.

Disgust huffed. "Well, the playoffs are next week, and we're totally out of commission."

"The team's disappointed," confessed Sadness, turning a dial, "but not in us."

"And Hockey Island is still going strong, so that obviously counts for something," Joy added.

Hovering in the projector like a luminous blue moon, the memory played back the screaming pain that crushed down on Riley from the moment her body hit the ice. From her right shoulder to her funny bone, signals wildly detonated like a million firecrackers. She was rocked by a surge of nausea, followed by dizziness… and the din of her teammates, an abstract painting of shock and horror, expelled into faraway static against the sharp acoustics of the arena… and finally, next to the twisted wreckage of her arm, letting the side of her face slip down to meet the soothing kiss of the pearly ice.

But the physical sensation had nothing on Riley's shame. This memory was actually doubled-sided, originating with another unbidden, old-turned-fresh time with Shadowman from early childhood. That had been the second time he had struck that day, catching her off-guard. It was bad enough she had acted like a spaz in front of Stacey, but now it was seriously affecting her performance; and, if Riley was honest with herself, that almost mattered more to her than her safety.

All the emotions knew that she wouldn't feel like that if Fear were present… present in the way that they knew him. When out on the ice, Riley's safety had always been just as second-nature to her as her intense passion and aggression; it came with being a natural.

Sadness had, with slight difficulty, fast-forwarded the purple section of the memory until it arrived at her own trademark hue. She explained that having Riley focus on her pain and guilt was the lesser of two evils if it helped her mind deviate from Shadowman's course.

Now, hours later, they were in hospital. Riley's arm had already been treated. She would be staying overnight, the doctor had told her and her parents, likely to be released later in the following afternoon after more tests.

"I can't stand the stink of this place any longer!" Disgust exclaimed, forcing herself into a sitting position. "It's like a combination of chemicals and old people. And don't even get me started on the food! Sadness, you've got to let me at the controls; I'm going crazy over here!"

"Sadness is the only one in any condition to drive right now, Disgust," Joy weakly reminded her floret-top friend. Her incandescence was nearly non-existent by now, and her crop of blue hair in disarray; it was evident that she was suffering the most. She forced a smile. "C'mon, at least the Jello was ok."

Disgust clamped a hand over her mouth, her cheeks bulging. "Don't. Just… _don't_."

"Well… at least Jordan was really understanding when we told him we couldn't make it," Joy persisted. Not that it had cheered Riley up; if anything, she felt worse for reasons she couldn't understand. But Sadness had trusted her instincts, as did the others.

Sadness let her eyes slip from the scene of their hospital room, trickle around the console's candy-colored assortment of instruments, finally coming to unceremoniously drop at her feet. "Fear would never have let it get this out of hand," Sadness mumbled. "I wish he were here. He'd know what to do."

"Need I remind you," Anger growled, "that he's the cause of all this?" His head began to sizzle in a finely-stoked display.

"But Anger, I told you-"

" _No! I don't want to hear it! I'm sick of even hearing his name_!" Anger launched himself off the couch and thundered to the console. Sadness timidly made way for his fury, knowing that he didn't mean it, that he was directing his namesake for Shadowman at their corrupted co-worker. But rather than trying to pacify him with what he surely already knew inside, she recognized that it was wiser to just let him drive for now.

She couldn't deny that it still made her heart ache.

The door opened, and Dad entered. "Hey, monkey. How are you feeling?" he asked tenderly. In one hand, he carried her CD player.

"Lousy," Riley bluntly answered, staring at her lap.

Dad fixed her with a sympathetic gaze as he made his way over to her bed. "Listen, don't worry about what happened, ok? Even Wayne Gretzky had some off-days in his career." He added jokingly, "And ever since he left the Oilers, every day's been an off-day for that whole team. Pretty embarrassing for a country that invented the greatest sport on Earth, huh?"

Riley didn't smile. "Yeah, well, I'm not the _only_ good player on the Foghorns. We _all_ make a strong team. They'll be ok without me until my arm heals. All I can do is cheer them on from behind the scenes, including my… replacement."

It was the second time, she thought as the realization hit her like an avalanche of bricks, that she had been replaced on her hockey team. First the Prairie Dogs- permanently- and now this. The first time had been beyond her control, granted, but _this_ was absolutely inexcusable. What could she possibly say for herself? That she'd just had a lot on her mind lately?

What was with all these flashbacks of her childhood boogeyman, why did she suddenly and _fully_ remember it like she was still four, and why- _why_ \- was it causing her so much childish terror? Shadowman wasn't _real_! Child snatchers, rapists, and murderers, on the other hand, were all very real threats!

And then she further realized that it was her memory of that real-life crime show that somehow triggered these revised memories of Shadowman when she ran into the stranger at the mall. Last night's recurring nightmares had made no sense, but now that she properly understood the context…

 _The oldest and most powerful emotion known to man is fear._

Her counselor at Youth Group told them that fear was, by far, the most difficult emotion to master. It can't easily be contained, and it was impossible to reason with. It gave the wicked illusion that control was not only futile, but was the _real_ illusion... much like the concept of hope. But fear was the true liar, the counselor had gone on to say. She _was_ in control if she chose to be.

Was she? She wasn't sure anymore. And it was that uncertainty that scared her most of all.

"Damnit!" Anger swore as Fear's color oozed over the console again like a tar monster, in that sickeningly uncharacteristic maroon. "He's blocking me again! I can't do a thing! Sadness, will you send that memory of Youth Group back down to Long-Term already?"

Sadness did so. Luckily, it dispensed right away, unlike those rouge memories that had refused to eject until they got to hockey practice. Riley had played like the champ that she was, feeling much better, until out-of-nowhere-

The teardrop shuddered. That was part of Shadowman's trickiness. He enjoyed toying with Riley, luring her into a false sense of security. Sometimes he would simply creep up on her, stalk her like a slow-moving yet determined killer from an old horror movie- and when he got very close, he would stop and stare at her with that unnerving faux-friendly grin, beckoning to her with an outstretched finger (spindly, like the rest of him)- but other times, when she dared peek out from the safety of her covers, he would pounce into her line of sight like a vicious jump-scare.

 _It's me._

 _IT'S ME!_

He was utterly unpredictable, and it seemed that he was falling nicely back into his old pattern. Unpredictability meant a loss of control.

"I have something that might cheer you up." Dad's voice called Sadness's attention again, and likewise Riley's. He reached into his coat pocket and took out a plastic case, which he handed to his daughter. "A well-wisher of yours dropped by, so I went back home for this once the nurse said it was ok." Winking, he held up the CD player that Riley hadn't noticed. "Unfortunately, only family's allowed in right now, so he trusted me with your gift."

"Huh? Wait- _he_?" The case's cover was blank, save for her name written in bold black.

Dad finished plugging in the player on the table next to her bed. "There we go. Well, your mom and I are just going to talk with the doctor one last time, and then we'll be back to check on you before we leave." He took the CD, and slid it into her player. Hitting 'Play', he said with a grin, "Enjoy."

Less than a minute into the music, Riley recognized it as Jordan's band. She leaned in closer, intrigued; this didn't seem to be a song she was familiar with. Maybe it was the newer one they had worked on today. One of the cool things about Jordan was that he wrote his own lyrics.

But when her name came up for the first time, she was sure she was hearing things. It wasn't until she reminded herself that Jordan probably didn't know any other girls named Riley, and she put the lyrics in context, did the meaning of the song shine through with crystal clarity. _Jordan was singing about her! He wrote a song just for her, about how awesome he thought she was!_ And he came all this way to deliver it to her, too!

Riley was stunned. She had no idea that Jordan felt this way about her. She wasn't sure how to process her feelings. A giant bubble was swelling inside her, making her feel that she could literally defy gravity… and that she could do _anything_. She was overcome with sudden light-headedness, and her scalp tingled with the most amazing, wonderful sensation that reminded her of a million fluttering butterflies.

"Joy!" Sadness exclaimed, startled. "Are you sure you're up to this?"

"I wouldn't miss this for the world," Joy said, flickering the appropriate knobs and buttons in a frenzied state of ecstasy. "I barely even feel any pain now!" Smiling, she turned to her friend. "But… I could still use a hand. Don't wanna overdo it."

Sadness nodded, understanding. "Fear would want it that way," she murmured, contributing her essence to the console. Soon, a few happy tears spilled from Riley's eyes.

Suddenly, Joy gasped; wincing, she all but collapsed, but Sadness was only too quick to catch her. "Joy, are you ok?" she cried, as the other two immediately gathered around with faces of equal concern.

"I think so," frowned Joy, struggling to her feet with Sadness's assistance. "I guess I was a little too active, after all. Thanks for having my back, Sadness."

After she had been seen safely back to the comfort of the sofa, she said, "Hey, do you guys feel that? Something's happening with the islands."

"You guys stay there; I'll check it out," Sadness told them. And what she saw made her heart leap and her tears freshly flow.

Friendship Island was evidently on a real high, even more alive than they had seen it in ages. A new figure was ceremoniously rising up out of Boy Band Island, front and center, with such magnitude to completely topple the smaller monuments. Over all the rest, it towered- splendid, imposing, its solid gold surface a beacon against the wicked clouds closing in. Like a lion standing off against a pack of hyenas.

"It's Jordan!" Sadness reported, after giving commentary on the latest developments.

A lovely familiar chime sounded, soft and warm as ever, and the emotions eagerly followed its progress from where they sat. The gold-and-cerulean Core Memory, like a sunrise greeting a calm ocean, flowed along the track towards its grand destination-

"What do you think it'll be?" Sadness whispered, her enormous moon-like eyes stretched to their limit as they glossed over its smooth infinite surface.

-Until it suddenly halted in its tracks.

Everybody exchanged looks of pure shock. A Core Memory had never gotten jammed before.

Black horror engulfed their insides like a pit of worms as a new color was suddenly dipped into the first two, spreading like a virus, until it completely washed them out of existence.

The converted fearful memory slunk along, taking its place in the queue.

Riley listened to the well-meaning lyrics rock on about her. And she realized she absolutely hated it.

Not the song. Its content. Because it was all a lie.

She wasn't strong, amazing, nice, or smart. That's why she had run away in the first place- and worried those who loved her more than anybody in the world, who _she_ loved more than anything. She might as well have thrown herself off the Golden Gate Bridge if she was that desperate to escape her petty problems. Riley would have surely ended up dead by some sicko's hand, just like all those other tragic girls she heard about. She never had _anything_ to complain about! She had everything, including her _life_ , which was more than she could say for some. Why would she risk throwing that away for- for _what_ , exactly?

She had failed her parents, Meg, and herself. She was pathetic, a coward, a spoiled, selfish weakling. And she hated herself.

What if Jordan, Meg, or any of her friends found out the kind of terrible person she really was? They would hate her, too; anybody would! And as much as Riley knew she probably deserved to be alone and friendless, it would still destroy her to lose everybody she cared about. She couldn't even bear the thought.

But she didn't know what to do. Was she being even more selfish, letting them go on thinking what a great friend she was?

Riley found the Get Well note tucked away inside the plastic case. As she finished reading the simple sentiments that meant so much to her, she realized how badly she wanted to cry. But she couldn't; it was like something was blocking her. All she could feel was fear over this new revelation.

As the island that would be known as Guilt was born, a series of other purple orbs exploded back into Headquarters from Long-Term.

" _It's me, Riley."_

* * *

"Riley's going to need me tonight," Sadness had told Joy, as their girl was settling down for the night. "Especially since Mom and Dad aren't here."

"The best way you can help her is by getting Fear back," Joy had replied. "Anger's on Dream Duty tonight. He'll make sure she stays asleep so things will look better in the morning."

And Sadness knew she was right. They really were out of options.

What was going on? They all thought their girl had put it behind her. Together, Sadness and Joy had helped her. The new-and-improved Family Island was proof of that! Where did all this post-guilt come from so suddenly?

All was still in Headquarters. The expanding storm outside engulfed the place in a suffocating veil of darkness, a sharp contrast to the soothing blanket they were accustomed to. Anger stood vigilantly at his post, waiting for the dream to begin. Even with his back turned to Sadness, she thought she detected sounds reminiscent of stiff growling, like a guard dog on duty. It was he who insisted that the others at least _try_ to catch up on their sorely-needed rest, and Sadness had adamantly backed him up.

Sadness made her way to the Sender tube, telling herself that it was now or never. But as her foot tentatively slid over the switch, it seemed to immediately lock up. She didn't know how long she stood there, waiting to apply the necessary pressure to activate the device that would carry her on her way to saving Riley, much less _what_ was holding her back. They didn't have time for this!

Searching her own feelings for a minute, she decided that she wasn't afraid or uncertain. She felt almost like… like she was forgetting something. Something important. Some unfinished business was calling to her. But what?

The teardrop frowned, backing away from the base of the tube. She considered, reviewed the events of the day, thought about what she had learned and what she already knew… about both Riley and Fear.

Following her intuition, like she had the answer all along, Sadness was carried up the ramp that led to the emotions' sleeping quarters. Five doors stood in a row- each colored to match its respective owner, and marked with their initial.

Sadness paused at the door she needed. Closing her eyes, her chest rising and deflating, she plunged right in.

She still didn't quite know the missing element, only that this was where it lay. She would know it when she found it though, even at the expense of violating her friend's privacy.

From the bed to the floor, to every nook and cranny, Fear's little room was the perfect picture of neatness… a kind of tidiness and precision that lent itself to coziness. A pair of fluffy purple slippers rested atop the purple matt in front of his bed. A smiling teddy sat upon the pillow, waiting for his owner to return for more reassuring hugs. The night-table accommodated his lamp, clock, and electric tea kettle, with two levels of drawers to house his extra houndstooth sweaters and bowties. His Dream Journal was nowhere to be seen; naturally, Fear would not leave something so important to him carelessly lying about.

Sadness suddenly froze, a flare of inspiration going off inside of her. Maybe his most personal possession, in which he dutifully recorded every night shift, held the key to getting through to Fear. Something, some scrap of vulnerability, which could be used against him… _for_ him. Something to break down his emotional and mental defenses.

The only reason she knew this journal existed was because the morning following his every night shift, he would go on about the dream to anybody who would listen (usually Sadness was the only one who paid any attention), especially if it happened to be a scary one. "Took it down in the 'ol Dream Journal," he would proudly say. Although Fear never actually said, Sadness suspected he kept track of her every dream- good, bad, or neutral- so that he could better study them, gauge a pattern, and serve her more effectively and efficiently.

 _If I were Fear, where would I keep it?_ Naturally, he would be worried about Anger or Disgust finding it and teasing him. Knowing Fear, he would hide it in a place so obvious that it would be the last place anybody would suspect…

Sure enough, Sadness lifted up his pillow, and- _jackpot!_ The cover of the small book read: THIS DREAM JOURNAL PROPERTY OF FEAR in white blocky lettering. She flipped through the pages in search of the entry that surely started his downward spiral, trying to ignore the cement block of guilt in her gut. She knew Fear had been on Dream Duty the night of her and Joy's adventure at Dream Productions; that seemed a good place to start. What had been the date, again?

 _April 18, 2015_

 _Worst. Dream Duty. Ever._

 _Ok, so first of all, things have been a little crazy. Did I say a little crazy? I meant A LOT CRAZY! Long story short: San Francisco is an evil, evil place (I'd almost rather be locked up in the Subconscious), something seriously wrong with Sadness, she and Joy lost out there in the recesses of Riley's mind with all the Core Memories, I'm a coward and a traitor, islands collapsing left and right, talk of running away, and did I mention I walked out on Riley when she needs me more than she's ever needed me before… especially if she decides to go back to Minnesota all by herself?! Well, I would've gotten away with it if there hadn't been a jam in the Sender tube. Ironic, isn't it, that Anger gets the idea for us to run away only seconds after I try abandoning my post? THAT'S ME, FEAR, EVER THE WISE AND ALL-INSPIRING ONE. HAHA. But Riley_ _can't_ _run away! She'll never make it! Never been more terrified in my life, feel like I'm cracking up, don't know how much more I can take,_ _must keep it together for the good of Team Happy_ _. For_ _Riley_ _. It's what Joy would want! OH, JOY, WHERE ARE YOU?! Maybe things will be better in the morning. Maybe Anger will see reason. If not… I'll just_ _have_ _to talk him out of it, that's all. But what if I can't? I've already proven that I can't- or I'm not willing to, same thing- do my job when things actually get a little (a LOT) out-of-control. And Riley's LIFE may depend on it this time. It's a dangerous world out there for an eleven-year-old girl! I'd never forgive myself if- oh, I can't even think about it!_

 _...Oh, right, the dream. Know what? I don't think I want to talk about it, after all. Let's just say that Dream Productions is losing it, too. Seems the whole world's gone crazy since we left home._

Every entry after that, throughout the months, was much calmer and much more focused on the night's dream. Except for one recurring pattern, which always marked the conclusion:

 _Coward_

 _Weakling_

 _Traitor_

 _Failure_

 _Useless loser_

 _Coward_

 _Worm_

 _Selfish_

 _Worthless_

 _Incompetent_

 _ **COP-OUT**_

 _ **WORM**_

 _ **TRAITOR**_

 _ **HYPOCRITE**_

 _ **SELFISH**_

 _ **MONSTER!**_

As the judgements continued to leap out at her from page to page, Sadness felt each-and-every one of them like the sting of a whip for her friend. A scream in the darkness. All this time, he had served as his own tribunal. And the greatest sentence he could have dished out was imprisoning himself all alone inside this icy, fathomless sea of pain.

And as the entries became more recent, more intense, Sadness could make out prominent water marks- no, _tear marks_ \- and puncture wounds from an angry pencil. The words themselves also came to represent ugly scrawls that captured the entirety of the bottom of each page.

It was even worse than Sadness had thought. So much worse.

"Fear, what have you done?"

* * *

Sadness at last made it out of the winding corridors of Long-Term, which could easily be called a city in itself. She was exhausted. It was already morning; she could feel it. Riley needed her, but there was no way she could turn back now.

Where to head first? Fear could be anywhere. If only the Train of Thought hadn't been hijacked. It would make traveling so much easier, especially since she had no intention of detouring through Abstract Thought again. But there was no way Sadness could risk it.

Wait a minute. _Fear_ was in total command now. It was _Fear_ she was trying to find. Maybe taking the train was her best chance, after all.

She didn't realize she'd made it out of Long-Term, and conveniently collapsed right before a set of tracks, until the whistle sounded off in the nearby distance. As she lifted her head like it was a sack of potatoes, the train eased to a stop right where she lay.

Coarse black smoke issued from the stack, forming into a ghostly hand that beckoned her forward.

Somehow, Fear had found _her_. And it wasn't an invitation, it was an order.


	11. Where the Journey May Lead Me

The Train of Thought had changed.

It was a monstrosity.

Sadness choked down the rising cry in her throat. The entire front of the train was virtually an enormous glowering skull, its gaping eye-sockets pouring a blinding stream of blood-red, reminding Sadness more of searchlights than headlights. Like a demon on the prowl for souls. The grill was a voracious, toothy grin.

The rest was a trail of bony boxes, like skeletal coffins, the roof eerily reminiscent of a ribcage.

As pungent smoke continued to assault the air, melding into skies so maroon that it already resembled blackness, Sadness slowly put one foot in front of the other until she found herself onboard. Fear was the invisible conductor, and Sadness knew that the train would take her straight to him.

* * *

Even from the outside, Dream Productions was a corpse of its former glory. Now it bore all the fun, glamor, and whimsy of a haunted mansion.

Sadness passed by the rusty iron gate (since when was it iron?), which had admitted her with a teeth-knashing creak that resembled a cackle, and kept going with a heavy heart until she reached Studio A. Studio A was where the nightly dreams were filmed, while Studio B was reserved for daydreams.

Jangles stood guard outside. But the second Sadness forced her tentative gaze up at him, she screamed. It was Jangles, but it wasn't. He, too, had changed. With his irises completely absent, his eyes were soulless slates. The clown greeted her with a grin full of yellow teeth, longer and more sinister than knives.

He spoke, and at least his goofy, giddy voice was the same. "The boss says yer ta wait 'til he's finished directing his latest masterpiece!" he boomed.

"What's Fear- I mean, Lord Fear working on?" asked Sadness, allowing more intrigue and respect than terror seep into her tone, no easy feat.

"Hehehe," Jangles laughed stupidly. "It's a surprise! The boss says it's a real good one tonight, my pal Shadowman's best performance yet! He says we're _all_ gonna have important roles in _all_ Riley's nightmares from now on, and we even get to play ourselves! That's why he gave us makeovers. We start tomorrow!"

It looked like Fear was upping the ante. She had to get inside! Fear needed to be stopped for his own good.

Well, Jangles had only one weakness. "Hey," she stammered, "did you hear about the huge cast party the, uh, Master is throwing down in the Subconscious? He's having the Workers set everything up right now!"

Jangles' grin widened, and Sadness immediately felt her heart sink. "Nice try, but yuh can't kid me with that again! Besides, the boss warned me you might try a trick like that. I ain't going nowhere."

"Then I'll wait quietly," Sadness acquiesced with a sigh. She despised giving up so easily, but she knew it was useless for now. She didn't even know what she could possibly say to Fear to stop his reign of terror, especially considering how powerful he had grown in such a short period.

As she waited, she went over at least a dozen different conversations she could try on him, (including potential openers), based on her confirmed suspicions on what he had been going through for so long. Each one ended up scrapped.

Sadness had never felt more overcome with a combination of her namesake and terror, not since she had witnessed Joy plummet into the dump. It was far easier for her to feel scared than Joy, Anger, and Disgust, since her nature was closest to Fear's. She remembered Fear telling her how alike they were back in the Subconscious; Doom and Gloom, both always seeing the glass half-empty. They both understood that whatever could go wrong surely _would_ go wrong. For as long as Sadness had known Fear, there existed a silent camaraderie between them, which had grown significantly since the Incident. Sadness fondly remembered the last time he was in Headquarters- the night he was kidnapped- when they had shared his Dream Duty over a cup of tea. They hadn't spoke much, save the occasional commentary on the dream, but it was a comfortable silence in which they were content simply with each-other's company. That was another trait they shared, to recognize when a situation didn't call for unnecessary chatter. Sadness herself was a quiet emotion in general, and Fear always tried to make the most of Dream Duty as one of his only chances to just unwind at the end of a long and busy day.

Unless Dream Productions happened to be filming a particularly intense nightmare… or his recent demons plagued him, Sadness thought to herself.

 _I'm here for you now. You don't have to feel alone anymore. You were_ _ **never**_ _alone._

Sadness was so lost in her thoughts, she didn't even see the light on the door switch from red to green.

A swirling wreath of shadow appeared next to Sadness, like a vortex, hailed in by a display of lightning. It expanded, its maroon and black veins flashing, and Fear himself stepped through.

With a "ta-da" pose and a sweep of his cloak, Fear gave a ceremonious bow. "Sorry to keep you waiting," he said lightly.

As Sadness could only look at him, her tongue and brain frozen, Fear trailed over to her. He wore a warm, genuine smile that so strongly reminded her of his old self, she couldn't help but sob. He gently took her by the hands. "I had a feeling you wouldn't give up on me. And, oh, you don't know how glad I am to see you. I've missed you so much, Sadness."

"Me too," Sadness whispered. It was all she could do to keep from breaking down. " _Oh, Fear_ -"

"Shhh, don't cry, my friend," Fear murmured, his features growing even softer. He drew Sadness toward him, embracing her deeply, and Sadness melted into him like she would never let him go. _Never again._ "It's going to be all right now, I _know_ it is. It's not too late. You're here now, Sadness… and we can finally rule Riley's mind together."

It was though an icy hand grasped Sadness's heart, squeezing all life from it. Even her tears seemed to halt in their tracks.

"That is, of course, why you came back. That _is_ why you were so anxious to see me," Lord Fear said, his tone suddenly tensing as if in response to Sadness's own body-language, in a half-question/half-statement. He broke away from her, one floating eyebrow raised. "You changed your mind after thinking my offer through?"

"Fear, I-"

Fear placed a finger to her lips. "Wait. Come with me. I have so much to show you."

"How did you know I was outside Headquarters?" questioned Sadness.

"Oh, my spies are everywhere. But come now, my queen; I have an hour before we film the next dream, and there's nobody I'd rather spend it with than you. Forget the train, though; it may run at any hour, now that _I'm_ in charge, but Lord Fear prefers to travel in style."

Before Sadness could inquire as to Shadowman's whereabouts, the portal reopened. Lord Fear took her by the hand, and they vanished through together.

* * *

Lord Fear gave her the grand tour of the "new-and-improved" Imagination Land.

French Fry Forest was gone, and Sadness knew it wasn't the work of any maintenance crew. In its place was Broccoli Forest ("Here's where we grow 'em"), its noxious green fumes contributing to the bleak atmosphere of the mind. Each tree bore slimy, quivering tentacles. A couple of them tried to grab Sadness and pull her into their carnivorous maws, but all an unconcerned Fear needed to do was raise a hand to call them off. "I must apologize for their poor manners," he told her, with assurance that they would be on their best behavior from then on.

An army of giant vacuum cleaners demonically roared past, chomping down new razor-teeth like chainsaws. Fear idly saluted, wishing them good hunting, as the beam of their optical searchlights swung to the right in harmony.

Cloud Town had been demolished. At least, it was no longer the free-floating paradise as downy and soothing as angel feathers. It was a dismal hellhole, a pollution-pumping factory for the very storm clouds that covered everywhere else. A place of abject misery. The little community was confined to a chill downpour, like each drop of rain for each tear the citizens wept. Sadness noticed how the "peasants" trembled as they passed- though whether from the cold or out of fear of the tyrannical nerve, she couldn't be sure. Every pair of eyes immediately dropped as they saw him approach, while others grovelled altogether. Lord Fear paid them no heed, minus the occasional smirk or stony gaze, and once he even dealt a cloud-man a casual blow with his boot; based on the horrified shriek of a cloud-girl in the nearby distance behind, it had been her daddy who had been destroyed.

For the first time in her life, Sadness was too horrified to even cry. Fear might as well have ripped out her tongue, to say nothing of her heart.

Trophy Town had been modified into a monument to Riley's newfound feelings of acidic guilt, each award bearing appropriate inscriptions- such terrible put-downs that Sadness couldn't bear to look at them.

Where Preschool World had once stood, a deep, seemingly never-ending maze of shadow-lined alleys stretched. Fear took Sadness by the hand and led her on, clearly knowing every step of the way. Trashcans shook violently, giving way to the odd black cat like screeching jack-in-the-boxes. Although never seen, the hydraulic hiss and rumbling of a bus sometimes percolated around them. Grinning strangers in trenchcoats beckoned and whispered Riley's name on each corner.

At the end of the maze… a graveyard, like something out of a stereotypical back-and-white horror movie. But worst of all, Riley's own ghostly voice whispered on the wind: "I did this. I brought this on myself." It seemed to be emulating from the very center, where a particularly large white stone sat. Then, low sobbing. _Mom? Dad?_ Sadness thought.

"In but a few short days, I accomplished- by my own hand- what would normally have taken anywhere from weeks to years to develop. It could all be yours too, everything the darkness touches. Oh, and you should see how I modified that stupid Boyfriend Generator!" Fear was gleefully saying.

Sadness didn't want to know. The kinds of evil people who Riley's parents so strongly warned against? The very evil that Fear hated himself for potentially letting Riley fall victim to?

" _Stop_!" Sadness suddenly screamed. " _This is too much_!"

Confusion closed in on Fear's face. "Sadness… is something wrong?"

Was this some kind of sick joke? "Do you have any idea how much you're hurting Riley?" Sadness shrieked.

Fear's eyes narrowed, and electricity seemed to savagely dance in them. "Then you refuse to accept my gracious offer, after all. Once again, the honor eludes your thick skull."

"This isn't about me! Do you think I would ever help you hurt my girl?"

"That stings, Sadness. She's mine too, I'll have you know."

"Sure! _All_ yours, right? Is _this_ what you wanted for Riley? Is this your way of making up for your mistakes? You're sick, Fear! Sick and insane! You don't love Riley! You don't care about her anymore! She's just a pawn to you; you said so yourself before!" The words came tumbling out of her mouth, before she could stop them. "You were right. You are a _monster_!"

Gasping, she covered her mouth. What had she done?

" _ENOUGH!_ " Fear howled, looking far more deranged than Sadness had seen him yet. Strange spasms began to rock his long face, and a fleeting moment of sheer agony snapped across. His pupils contracted and enlarged, while the rest of his eyes bulged at the same time. His coloring dramatically paled, then darkened once again, and his very particles flickered erratically.

"Fear," Sadness choked, forcing herself to stand her ground, despite her terror at Fear's alarming state and the worms of remorse knawing at her. "I didn't mean- I never wanted to-"

She took a step forward, reaching for him with desperate, trembling arms. "Please. Please, _listen to me_ ," she implored. "Don't you realize that Shadowman's manipulating you? You _know_ this isn't you! Have you seen the new Guilt Island? You still see yourself as a monster, and you're projecting it all onto Riley. You have to call off Shadowman before something awful happens! He's the real monster!"

"Don't you dare bring my trusted servant into this," Fear growled, "the one who believed in my true potential when nobody else ever did. He is the word and giver of my laws."

"He lies!" Sadness shouted, blinded by hot tears. "He's not your friend! Your real friends have always believed in you- _I believe in you_! I care so much about you, you don't even know! Fear, you're my brother and my best friend! You _are_ stronger than you or any of us ever imagined," she adamantly admitted, "but this isn't the way. Use your power to help Riley. Fight back! Call off Shadowman and the rest, and once-and-for-all face your greatest fears- namely _yourself_!"

A low, bodiless voice hissed, _"Master, she is trying to trick you. We must get rid of her, as we should have before. I knew she was trouble."_

But Fear said quietly, "No. I told you before, she is not to be harmed."

" _But my lord, I must advise against-"_

"Who is the master here, you or me?" roared Fear.

Surprisingly, Sadness was barely bowled over by her own unusual daring as she shouted, "Shadowman! Where are you? Too cowardly to show your face?"

"That will do," Lord Fear snarled at her. "And for your information, he is _always_ close to me- of that, you can be sure." He suddenly turned his back to her, his hands folded behind him. "And now, dear Sadness, I must inform you that I am left with no choice but to make you my prisoner indefinitely. I assure you, even now, this is not a punishment- but for your protection."

"What?" Sadness stammered as the same murky vortex appeared behind her. She ground in her heels as the force reeled her in, but almost immediately fell over, and switched to her nails for purchase. This proved about as effective as a mouse head-butting an elephant.

"It won't be safe for you in Headquarters anymore," continued Fear, still refusing to spare his old friend a final gaze. "After tomorrow night, there won't be a Headquarters to go home to. And there's no place for you anywhere out here. I didn't want it to come to this. But remember, you had your chance..."

The portal took Sadness away, sending her screaming Fear's name into the void-like funnel, until she was unceremoniously spat out in the basement of the Subconscious.

Shadowman's lair. _Fear's_ lair. The great throne in the distance stood proud, erect, awaiting its master's return.

At the top of the stairs, the bolted door stared down at her. Mocking. Uncompromising.

Sadness crumpled to the frigid cement floor, knowing it was all over. She was trapped.


	12. Not While I'm Around (Flashback)

" _She's finally asleep," Fear said, heaving a tremendous sigh of relief._

 _Sadness gazed at her co-worker with a ghost of a smile. "She's been fast asleep for five minutes," she reminded him._

 _Fear nodded, his eye still glued to the screen. "Yeah," he said quietly._

" _Do you feel better?" Sadness asked._

 _Fear nodded again. "We're safe with Mom and Dad for the night. I'm so glad they let us stay. We couldn't-" His Adam's apple flickered, while his axon likewise gave a momentary spaz, and he licked his lips. "I couldn't have us stay in our room a minute longer."_

" _It was so brave of you to make a run for it with Shadowman still there," Sadness said solemnly._

 _A shaky laugh escaped Fear. "Brave? I was terrified!"_

" _But you still got Riley safely past him. Usually, you get her to call out for Mom and Dad. This time, we went to them. How did you do it?" Sadness's soft tone was lined with a blend of curiosity, intrigue, and respect._

 _Fear shrugged, remembering how clearly shocked the others had been at his uncharacteristic actions. They thought he was absolutely crazy when he proceeded to have their four-year-old host bolt out of the sanctuary of her covers and sprint across the dark room. But this was one time when Fear's blind panic had granted him a strange sense of focus, motivation; not daring to entertain the thought of turning back, he urged Riley forward without the slightest hesitation until she was huddled between Mom and Dad in their own bed. Anger especially had told him that he was nuts, and had even repeated his sentiments just as Riley went into REM- but with a trace of unmistakable pride. "I don't know. I didn't think, I just… acted. I can't believe that even worked! I don't know what the heck I was thinking! It's not like me to be so- what's the word? Spoony-tennis?"_

 _It was true. Sadness and everybody knew that Fear was the least spontaneous emotion, never willing to take risks, preferring to carefully assess and analyze each situation before acting. Fear prided himself on being logical. A part of him that was highly ironic for an emotion of his name, he realized on a subconscious level._

" _Well, you saved the day- um, night," Sadness told him. "And Dad promised to get us a night-light tomorrow. Shadowman hates light; it's why he stays in the basement most of the time."_

" _But… do you ever wonder where he goes when the light is on?" whispered Fear, hugging himself with his noodle-like arms._

 _All ten fingers found their way to his mouth, which feverishly began to work away at the tips. "He must have some secret hiding-place, right? What if this isn't the last we'll see of him? What if he comes back?"_

" _That would be sad," the teardrop murmured. "Riley might never sleep again."_

 _Fear's whimpers were already reaching a crescendo, keeping time with his increasing trembling. And suddenly, a lovely, warm blanket was pulled over him. Fear froze, blinked, and looked down to see himself wrapped in not a blanket after all, but Sadness's arms._

" _It must be so sad being afraid all the time," she said, looking into his surprised face with mournful eyes- like a pair of her own memories, even Core Memories- which, Fear suddenly realized, were somehow incredibly soothing. He let himself be lost in her embrace, drown in those bottomless pools. His breathing gradually steadied, and he felt his heartbeat- or whatever equivalent emotions possessed- subside to match Sadness's._

" _Thanks, Sadness," Fear whispered, closing his eyes._

 _Sadness's voice crept over him, and his axon surrendered entirely, as if that was the final touch needed. "For what?"_

" _I don't know. For just being you, I guess," chuckled Fear. "Ok… now I really do feel better."_

 _Eventually, though far too soon for Fear's liking, Sadness ended the hug. "I've been really worried about you lately," she confessed._

 _If the nerve looked shocked a moment ago, it was nothing on how he felt now. "About me?" he asked incredulously._

" _Yeah. You've been working overtime for days now. I know how worried you've been about Riley. You've been under a lot of stress… and going without hardly any sleep. You really love her." It was a statement, not a question._

 _Fear said earnestly, "There's nothing I wouldn't do for her."_

" _You're brilliant at keeping her safe. You know that, don't you?"_

 _A small grin tugged at Fear's lips. "Oh, well, I like to think so. At least, I certainly try," he said, folding his arms._

 _Sadness touched his shoulder. "Listen, why don't you get some sleep? You need it. I can take over Dream Duty."_

" _Thanks, but I think I can make it through one more night." Fear sighed. "I just… want to be sure, you know?"_

 _Sadness nodded, and Fear had a feeling that she did understand. Her eyes spoke volumes. "Ok. Is there anything else I can do?"_

 _Fear shook his head. "You've done a lot, Sadness. You know, you and the others have been great these past few weeks, taking over my night shifts so I can rest up and better take care of Riley. Joy was right; I wasn't doing me or Riley any good. So… thank you."_

 _Sadness smiled. "Like you said, anything for Riley. Well, good night, Fear."_

" _Night, Sadness."_

 _Sadness was on her way upstairs when Fear suddenly screamed, "Oh, no! The day's memories! Did I-"_

" _You recorded them before you sent them down," Sadness affirmed from half-way up the ramp. "I saw you. It's all in your clipboard."_

 _Fear paused, then began to head to his locker to retrieve his notes, but stopped. "I'll take your word for it," he smiled up at her. "Sorry, guess it's just leftover jitters."_

 _He rubbed the back of his neck. "Hey, Sadness?"_

" _Yeah?" Sadness asked patiently, curiously._

" _This is gonna sound kind of silly, and I've never told anyone else this, but… well, I know we exist only in Riley's head and communicate with her through the console… but do you ever wish that you could actually speak to her, tell her that everything's going to be all right? Not only that, but hold her the way Mom and Dad do?" He studied her face intently, eyes wide, desperately seeking any hint of understanding._

 _Sadness, to Fear's surprise, sounded relieved as she replied: "All the time." And it hit Fear- she not only knew exactly how he felt, but she had always believed herself to be alone in this. Just like him._

 _When Sadness left, Fear turned back to the viewscreen. So far, Shadowman hadn't shown up in her dream. Maybe Dream Productions would give her a break tonight. Poor Riley needed her sleep, so he dearly hoped he wouldn't be forced to wake her up. His only consolation was that- and it counted for a great deal- Mom and Dad would at least be there for them._

" _Don't you worry," he said. "I'm going to make sure Shadowman never bothers you again. I promise. Because…_

 _Nothing's going to harm you,_

 _Not while I'm around_

 _Nothing's going to harm you,_

 _No chance, not while I'm around_

 _Shadows are prowling everywhere_

 _Nowadays_

 _I'll send 'em howling, I don't care_

 _I've got ways_

 _No one's going to hurt you,_

 _No one's going to dare_

 _I'll never desert you,_

 _Not to worry- whistle, I'll be there_

 _Strangers may charm you with a smile_

 _For awhile_

 _But for all time,_

 _Nothing can harm you…_

 _Not while I'm around!_

 _Not to worry, not to worry_

 _I may not be smart, but I'm not dumb_

 _I can do it, put me to it_

 _Nothing we can't overcome_

 _Not to worry, little one_

 _Being wise and being clever_

 _Isn't like being true_

 _I don't need to-_

 _I'll never be far from you,_

 _Little one_

 _Nothing's going to harm you,_

 _Not while I'm around_

 _No one can hurt you,_

 _Not while I'm around..."_

 _Fear sighed_. " _Sleep well, Riley."_

 _He didn't know that every word of his lullaby had been overheard by Sadness, who had not gone to bed, but instead watched from over the balcony with a tearful smile._

* * *

 **Josh Groban sings that song from _Sweeny Todd_ so beautifully (never actually saw the stage show, but I hope to someday.) I went to a Josh Groban concert in 2007, and heard him perform this... first time I ever heard of the song or the musical! I slightly modified some of the lyrics to better fit Fear. For your listening pleasure: watch?v=23abRhAqx5M &index=7&list=FLJ2ZtL2LFv5OuBaF2Miprrg (If the link doesn't work, just look this version up on YouTube)  
**


	13. Undone

**Hey, guys! Ok, just a couple of things. The last chapter was hugely inspired by a picture by the amazingly-talented Creative-Dreamr on DA, where Fear is tenderly cuddling a toddler Riley as she sleeps (** _ **I'll Protect You, Riley**_ **). It is SUCH a gorgeous pierce, and he looks upon her with such love and devotion. And then we got talking about how maybe Fear wishes he could physically and verbally show her love, assurance, and protection, like her parents. Do check it out! Creative-Dreamr is such an awesome artist, and she's a major friend-shipper of Fear and Sadness like I am.**

 **Item #2: My friend Leeanix on DA, who knows her science and biology, pointed out that Fear's antenna is NOT his axon, but his** **dendrite** **. The axon is the** _ **body**_ **of a neuron (which Fear is).**

* * *

"That's it. We're screwed!" Anger declared. "It's been over a day. They ain't coming back."

The emotions were huddled around the console, waiting for Riley to fall asleep. Although she had been in bed for the past forty-five minutes, Fear's distant influence was keeping her rest at bay, much to their chagrin. And while the longer Riley stayed awake, the longer they could delay the nightmares, but she still needed whatever sleep she could scrape. If Fear were there- in his right mind- he surely would have insisted on doing whatever they could to keep her awake for as long as possible, but as Sadness would have no doubt argued, all it would accomplish was delaying the inevitable.

"Anger, don't forget that the train's been compromised, so that's obviously slowed her down," Joy patiently reminded him. Her spritely visage remained doused, like a swarm of dark clouds trapping the sun. "Sadness knows it's not safe to risk it. Besides, she knows Riley's mind like the back of her hand. I believe in her." With those three concluding words, a flicker of her familiar self returned for as long as it took to utter them. They rang of a weak, desperate prayer, accentuated by the clasping of her hands. "She… she can fix anything." Another spark, slightly brighter than the last, and then it was lost again.

"All we can do is hope that Riley won't remember her nightmares of Shadowman in the morning," sighed Disgust. "Sadness was right; we were playing right into his hands by constantly waking her up."

Anger growled, "Well, he's still got us cornered there, hasn't he? He's been making sure he's also the last thing Riley sees right before she wakes up to her favorite boy band." Last night was no exception, the firebrick recalled all-too-well.

An impatient roar erupted from him. He slammed his meaty fists onto the console, igniting it in a scorching-red. "That does it. We're doing what we should've done in the first place, what Sadness did last year! We're telling Mom and Dad!"

"No way! We talked about this, flame-brain! Do you know how _embarrassing_ that would be at our age?" Disgust cried, shoving him away. "Look, I'm all for being open and honest with them, but that was different! Worst-case scenario, they think we're certifiably nuts; worst-worst-case, they end up mollycoddling us for the rest of our days, and we're living at home with them forever!" She cut off Anger's rebuttal with a curt snap of her fingers in his face, without so much as a pause. "And what if this accidentally slips out to any of our friends? To _Jordan_? This whole _sharing_ thing we've learned at Youth Group is going to spell the death of our social life. And I'm putting a stop to it!" She flounced over to the nook where the idea bulbs were stored.

"Disgust, come on!" Joy begged, looking even paler than a minute ago. Even the fluidity of her particles seemed to drop to a grinding sputter. "Riley loves Youth Group! She can't quit!"

But the idea was already planted. Flipping a switch, Disgust proclaimed, "If Mom and Dad say anything, we tell them the simplest form of the truth- that we just don't see the need to continue."

"But that's not true at all!" protested Joy. "If we're not going to tell Mom and Dad, then we need Youth Group now more than ever."

"If it weren't for Youth Group, Riley would never have been reminded of Shadowman in the first place," Disgust argued, "and none of this would ever have happened. Besides, all that talk about how Fear is our worst enemy probably didn't help!"

All of the emotions would collectively wince when their counsellor talked about that throughout Fear Week. None of them could forget the shock and deep hurt in their lavender friend's features. They knew how he had always prided himself on his ability to keep Riley safe, and how seriously he took his duty… and to hear such things about him was surely like a knife through his heart. Not for all the world would Fear ever do anything to hurt Riley…

Never intentionally.

None of them dared bring it up since, not even Fear. But it was terribly obvious to all how strongly it affected him; he always was poor at hiding whatever bothered him, and his forced attempts at cheerfulness or immersing himself in a triple-load of paperwork were telling signs. Sadness, on a few occasions, looked as though she were about to say something to him, but stopped at the last minute.

Disgust sighed. Her expression softened, but her emerald eyes remained locked in resolution. "Look, guys, Riley's terrified enough about everybody she knows finding out what a terrible person she _believes_ she is. You've seen how strong the new Guilt Island is running! She's convinced it's only a matter of time before she lets down somebody else she cares about. Mom and Dad forgave us for the whole 'running away' disaster, but she's worried that they really didn't… or that they won't next time, or worse, they won't love us anymore. She actually thinks she deserves that!" she spat. "Fear's feeding her all these lies from wherever he is out there-" She faltered, realizing what she said, and let out a noise of exasperation. "Look, my point is, she doesn't need any more stress right now. Riley's already accepted the idea, anyway. When _\- if-_ this is all over, maybe we'll reconsider. Besides, none of us has the power to change her mindset anymore. Fear's locked us right out, however he can even do that."

Anger folded his stubby arms. "Maybe you're right," he quietly acceded.

"At least we're no longer in the hospital. Riley was terrified about being alone, on top of everything else," Joy said, running a hand through her hair- a very unusual gesture for their golden leader- making it even more unkempt. "If it weren't for that medication the nurse gave her, she never would have fallen asleep last night."

"Not that it stopped _him_ ," grumbled Anger.

Up on the screen, the view flickered momentarily, then went blank. "Ugh, finally," Disgust moaned. "Look, if one of you guys take care of Short-Term, I'll take Dream Duty."

As the dozens of purple orbs were sent away, Joy watched their descent to Long-Term, as was her nightly custom. But ever since Shadowman's return, the light-show was no longer the magical experience that filled her with pride and peace.

Disgust made herself as comfortable as she could on the sofa in time for the nightmare. Joy and Anger were already in their quarters. "This guy is _so_ seven years ago," she snorted.

Five minutes later, the other two emotions were jolted awake by a yell of " _Guys, get in here_!"

They regrouped immediately, just as Disgust was shrieking as she gestured wildly to the terrifying imagery on-screen, "Shadowman's not alone this time! It's all the rest of Riley's oldest and darkest fears! And they've had- oh, my gosh- _makeovers_!"

Anger exploded, " _What does this mean_? _What's he up to now_?"

"I think," Joy said slowly, her face draining, "that he's sending us a message. Sadness warned us about this. Fear's already gotten powerful enough to make his army strong." She swallowed. "Headquarters is in danger, and so is Riley's mental state."

* * *

Sadness was trapped in the deepest level of the Subconscious. Their old basement.

All around her, hundreds of Mind Workers were scattered. Of course Lord Fear would imprison them down here, as the hole still existed on the main level. The door at the top of the winding, rickety stairs was bolted, with no sign of opening anytime soon… or ever.

Sadness had already forgiven Fear. Her pain and sorrow was all for him, while her terror was reserved for her friends and Riley. She couldn't shake the horrific imagery and sounds from her tour of the revamped Imagination Land, nor the cruelty Fear had proven himself capable of.

But it _wasn't_ her friend. He was still in there; she had seen it, however fleeting, when she confronted him on his crimes. It was the most painful experience of her life, and she had seen how nearly mad it had driven him. Yet, it still wasn't enough.

 _I wasn't enough to save him… again._

He could only grow worse, until whatever was left of the real him faded away. He would mercilessly rule over Riley's mind. He could destroy her. Headquarters would fall. And she would be trapped down here until the day they died.

The worst thing about it all was that Fear had never wanted this. He never asked for any of this. He was simply a deeply, deeply troubled emotion whose circumstances went beyond his control. And Shadowman could not have picked a worse time to seize upon him.

It was over. She would never see any of them again, could never tell Fear how sorry she was that she had never been there for him in his greatest time of need. If she had not wasted time waiting for Fear to invite her in, but had rather been more assertive, this might never have happened. He had, in his silence, managed to inflict the greatest punishment on himself.

But Sadness knew that Fear had _never_ intended for Riley to share his fate.

Another vortex suddenly formed several feet away, marking its arrival with jagged shots of lightning. All it took was a flicker from the corner of her eye, and Sadness's attention was properly trapped. As the spectral ring swirled and shifted on elongated edges, her mind was entirely swallowed by the pit of oblivion. Where anything could be sent, never to end up in the same place twice. But why was it here now? Who or what was on the other side? What were Fear's intentions for her? These questions orbited around her, making her twice as dizzy, dulling the alarm going off inside her and allowing a kind of resigned curiosity to seep over.

Sadness's answer was given mere seconds later, though it seemed like an eternity, and her trance-like state was broken. A figure was hurled through, landing in a crude heap on the stone-cold basement floor.

But the _form_ her answer would take, nothing could have prepared her for. In the relentless darkness, she couldn't see a thing, but she retained her natural ability to sense sorrow. Why, shortly after she had helplessly witnessed Joy's descent into the dump, what she had detected from its depths was unlike anything she had ever imagined. It was impossible, unnatural, but what else could it have been? She had made out Bing-Bong's pain too, having previously tuned into his own 'aura', but what she also felt was practically overpowering. It was crippling, and it sent the teardrop into a tailspin of inconsolable despair. She plainly remembered believing, at that precise moment, that all really was lost.

But this _present_ type of feeling, she had grown accustomed to over the course of a year, only now magnified by a million. The source was beyond familiar, yet still shocking, as she had seriously begun to think she might never know it again. It filled her with surmounting waves of hope that she so desperately longed to drown in, and at the same time, crushing grief. It was that which she should have addressed long ago…

Sadness let herself be lead in the direction of the sensation, like a weary traveler following the north star. As she trekked through Shadowman's element with as much clarity as if she had her vision to rely on, the silence gave way to a weak, barely audible whimper like a wounded animal. All was still again before it resumed seconds later, escalating into a series of quivering gasps and sobs that varied in pace and pitch.

As she grew closer to the cries, she suddenly found the energy to break into a sprint. She could already feel unchecked tears rain down her face, and she welcomed them more than she ever had in her life. Somehow, her own namesake urged her on with newfound speed and determination, even if she still couldn't reach her goal nearly fast enough. His name found its way to her lips, bursting free like a built-up dam as her heart did the same.

At last she made it. The feeling was so potent by now, it was practically shrieking like a bat out of hell. And she embraced it like an old friend. To her immense gratitude, a sliver of light flitted down from a crack in the ceiling. It wasn't much- it served as a poor substitute for Joy- but it was their only source of light, and it was enough for her to take in every inch of him.

But her own version of exuberation quickly shriveled to a fine smattering of dust. Gone was every trace of Lord Fear, and there was only her dear friend… but what she saw made her nearly scream, stopped at the last second only by her desire not to frighten him.

Like a badly-glitching game graphic, Fear's particles spazzed and fizzled in and out of focus. Great chunks of them were completely missing as if gouged clean from his very being; they lay scattered across his houndstooth sweater- which itself was torn in various places, along with his slacks, while his bowtie limply hung by a thread- in erratic patterns, leaving behind ugly gaping holes of _nothing_. His color was no longer that malevolent maroon, but it wasn't back to normal either, instead remaining a strained, sickeningly pale purple that reminded her of a dying violet. Practically transparent, he threatened to completely fade from existence at any moment. His eyes were slits as he curled in on himself, almost resembling one of his own memories, and he trembled wildly.

Her blood froze over, painfully echoing to the marrow of her bone. Nothing could have prepared for this. _Nothing_.

"Fear?" Sadness whispered once she miraculously managed to coax her voice out, blanketing him with her shadow as she leaned in close. At this, Fear turned his back to her, shrinking deeper into his pathetic ball of solitude with a piteous whimper. "Oh, Fear, _no_ … what's happened? What did he do to you?" she whispered.

Her only response were more strangled utters as they started to overlap in their sheer desperation. Like a caged and abused creature provoked into a maddening flight-or-fight spiral, with no resistance at its fingertips nor way out.

What made it all the more unbearable was his blatant refusal to acknowledge her. Couldn't he hear her? Didn't he recognize her voice?

"Fear, it's _me_ \- Sadness!" She reached a trembling hand to his shoulder, one of the places his sparking particles were revealed through the gash in the fabric. Despite her urgency, she did so with twice her usual care and delicacy.

And when she had just barely made physical contact, Fear _screamed_.

It was the single most horrifying sound Sadness had ever heard. It was beyond anything from Riley's darkest nightmares, unlike anything Fear himself uttered in his life- more to the point, that she knew even he _could_ give voice to.

Inhuman. Beyond comparison. Sadness knew it would haunt her for the rest of her days.

It lasted for about two seconds, followed by an abrupt silence that felt even more hollow and unnatural in its wake. Sadness's ears still rang, and she could swear that the very air around them vibrated.

" _No… no more_."

Sadness stuttered, "Fear?"

" _Please_. No more games, no more tricks," came the murmured plea.

"Fear, it's me! _Look at me_!"

"Stop it, please, just _STOP IT_! _NO MORE_! Just finish me off, and be done with it. I'm _yours_ , don't you think I get that? Isn't it enough you've taken away everyone I ever cared about, when I alone deserve to pay the price? I can't listen to her voice anymore, I can't bear to see her shadow staring back at me!"

" _Fear_!"

" _NO_! _IT'S OVER, I'M DONE, I CAN'T, THERE'S NOTHING LEFT_! But say whatever you want- I _know_ Riley will stop you somehow. She's stronger than you think, than you _ever_ will be. And when she does, Headquarters will rise again… even if I'll never be with her again. At least she'll be free of us both."

It was evident that every brittle, raspy word caused him tremendous agony on all levels.

Sadness wept, at a complete loss. Fear's scarring ran deep, refusing to so much as let him acknowledge her presence. She was terrified that another touch, even another word, would destroy what was left of his fragile self.

Large drops, hot and plentiful, splashed the back of his neck. She didn't notice them trickle down his own face.

It seemed to go on indefinitely. She felt as though she could have re-created every ocean in the world, but she felt anything but better for it. In fact, Sadness eventually realized that she felt every bit as hollowed-out within as Fear was on the surface.

She had come so close. Was this really how it was going to end? One thing was for sure- if this was how it was supposed to be, at least she would be with him until the very end.

Sadness was too late. _I'm so sorry. Fear, Riley, everyone…_ She wished that every tear cried could somehow turn into memories that she could send up to Headquarters as her final message to the others and to their girl. _I don't know what's going to happen now, but I love you all so much._

And, as though Joy herself had placed a hand over her heart, she experienced- ever-so-slight, but amazingly potent- a surge. If _Fea_ r, poor, lost Fear could have the strength to not only defy his oldest and darkest foe, but to call upon such faith that was normally all but alien to him- such noble, blessed faith, and _now_ of all times- then how could Sadness possibly dishonor him by not adhering to the same?

 _So, this is what it feels like. A semblance of what you live every day, Joy._ Maybe it was right, maybe it was wrong, but what mattered was that _it felt so right_. _Nothing_ could take that from them, not even Shadowman.

"S-S-S…"

Sadness's eyes flew open, expelling the remainder of salt-water.

"Sa- S- Sa… 'ad- 'adness?"

" _Shhh_ ," she whispered to Fear, fighting her every screaming instinct to show him some physical comfort. But there was just no way of knowing how he would react yet. Now that she had somehow broken through, baby steps were called for. "I'm really here, Fear. I'm not going _anywhere_ , I'm not leaving you again. You have to save your energy now."

"So c-c-cold down here, like _him._ But your tears… so _warm_." His meager scrap of a voice carried volumes of relief, joy, and love. "O-only _you_."

The dam burst anew, and the sapphire emotion took those words as her cue to lift Fear into her arms. Ever-so-gently. Not a particle was lost to the darkness as she held him close, and even his convulsions began to ebb.

It was terrifying how light he was in his current condition.

Sadness gazed down into his face, which was hungrily locked on her in turn, as though it would be enough for his sickly body and spirit to just remain so forever.

He succumbed deeply unto her, creating a makeshift nest in the comfort of her sweater. "I thought I would never- _please_ \- oh, so much to say," he choked, fighting against himself.

"Shhh," repeated Sadness, placing a finger to his lips. "Rest now."

His eyes gradually fluttered shut like an exhausted butterfly. With an immense sigh, he let himself sink into her very real essence.

Sadness began to croon as she rocked him:

" _Nothing's going to harm you,_

 _Not while I'm around…"_


End file.
